Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.0112.01 (the "Servicing Fee"), ------------- ------------- payable monthly on the related Transfer Datedates specified in the applicable Supplement, in an amount equal to one-twelfth of the product of (ai) one-twelfth, (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Percentage (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest Invested Amount thereof), and (or such other amount as specified iii) the daily average Aggregate Unpaid Balance of Receivables in the Trust with respect to the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Accrual Period. The share of the Servicing Fee allocable to Investor Certificates of a particular each Series with respect to any Monthly Period will each date of payment generally shall be determined equal to the product of (i) one-twelfth, (ii) the applicable Servicing Fee Percentage for such Series and (iii) the Invested Amount of such Series as of the date of determination for such payment as specified in accordance with the relevant applicable Supplement. The portion remainder of the Servicing Fee with respect to any Monthly Period not so allocated Fee, which shall be allocable to the Investor Certificates Transferor as Holder of a particular Series the Transferor Certificate, shall be paid by the Holder of Transferor from Collections allocated to the Transferor Certificate on the related Transfer Date Transferor's Interest, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferor. Any Servicing Fees shall be payable to the Servicer solely pursuant to the terms of, and to the extent amounts are available for payment as provided in, Article IV and each Supplement. ---------- (b) In the event a Successor Servicer is appointed pursuant to Section ------- 10.02, the Servicing Fee Percentage with respect to each Series with respect to ----- such Successor Servicer shall be equal to the Servicing Fee Percentage with respect to such Series in effect immediately prior to the appointment of such Successor Servicer or, if higher, the current market rate for servicing receivables similar in nature to the Receivables; provided, however, that the -------- ------- servicing fees attributable to CompuCom as Servicer and to another Person as Successor Servicer may be bifurcated and distributed in the manner provided in the related Supplement. (c) The Servicer's expenses include expenses related to enforcement of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include Receivables, the amounts due to the Trustee pursuant to Section 11.05 and 11.05, the ------------- reasonable fees and disbursements of independent public accountants accountants, the amounts due to the Lock-Box Banks and the Wire Transfer Receipt Account Banks, all other expenses incurred by the Servicer in connection with its activities hereunder, and all other fees and expenses of the Trust not expressly stated herein to be for the account of the Certificateholders; provided, provided that in no event shall the -------- Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (tax, or any interest or penalties with respect thereto thereto, assessed on the Trust, the Trustee or arising the Certificateholders except as expressly provided herein. In the event that the Servicer fails to pay the amounts due to the Trustee pursuant to Section 11.05, the Trustee shall be entitled to deduct and receive such amounts ------------- from a failure the Servicing Fee, prior to comply therewith)the payment thereof to the Servicer. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment or reimbursement therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a A monthly servicing fee (the “Servicing Fee”) shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Due Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Termination Date and the first Distribution Date on which the Series 2009 Invested Amount is zero, in the aggregate amount specified below. On each Distribution Date, Servicer Interchange with respect to each Monthly the related Due Period prior that is on deposit in the Collection Account shall be withdrawn from the Collection Account and paid to the termination Servicer in payment of a portion of the Trust pursuant Servicing Fee payable by the Series 2009 Certificateholders with respect to Section 12.01such Due Period. The share of the Servicing Fee allocable to the Series 2009 Certificateholders (after giving effect to the distribution of Servicer Interchange, payable monthly if any, to the Servicer) with respect to any Distribution Date (the “Series 2009 Monthly Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the Series 2009 Invested Amount as of the last day of the Due Period second preceding such Distribution Date; provided, however, with respect to the first Distribution Date, the Series 2009 Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Series 2009 Initial Invested Amount at the Net Servicing Fee Rate for the period from the Closing Date to but excluding the first Distribution Date, calculated on the basis of a 360-day year of twelve 30-day months. On each Distribution Date, the Seller shall pay a portion of the Servicing Fee with respect to the related Due Period in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Seller’s Participation Amount as of the last day of the prior Monthly Due Period second preceding such Distribution Date (or, if a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10 of the Agreement occurs in the following Due Period, the weighted average of the Seller’s Participation Amount on the date on which such Lump Addition or removal of Accounts occurs (after giving effect thereto) and the last day of the second preceding Due Period) and (bc) the average amount of Principal Receivables during Series 2009 Allocation Percentage for the prior Monthly related Due Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee or the Investor Series 2009 Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Seller. The Servicer’s expenses include the amounts due Series 2009 Monthly Servicing Fee shall be payable to the Trustee Servicer solely to the extent amounts are available for distribution pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith4.05(a)(ii). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder (with the exception of Clause 2.1(f)) and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer and any Co-Servicer shall be entitled to receive from the Beneficiaries (in each case solely to the extent of payments made by the Beneficiaries utilising Trust Property allocated with respect thereto as provided in this Agreement, the Declaration of Trust and Trust Cash Management Agreement and in any Supplement and subject to Clause 2.2(d)) a servicing fee (the “Servicing Fee”"SERVICING FEE") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (i) 0.75 per cent. (or, if Barclays Bank PLC is Servicer, such other percentage as shall be agreed between the Beneficiaries PROVIDED THAT (a) the weighted average each Rating Agency has confirmed in writing that such proposed percentage will not result in a downgrade or withdrawal of the Series Servicing Fee Percentages with respect to each its then current rating of any outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Related Debt and (b) the Beneficiaries have obtained an Opinion of Counsel that such proposed agreement to alter the percentage will not prejudice the Tax treatment of the Receivables Trust or the Beneficiaries) and (ii) the average amount daily aggregate Outstanding Face Amount of Principal Receivables during the prior such Monthly Period. Any amount payable under this Clause 2.2(a) shall be inclusive of VAT thereon, if applicable, and the application of section 89 of the Value Added Tax Act 1994 shall be excluded in relation thereto. Any Co-Servicer shall be entitled to such portion of the Servicing Fee as shall be specified in the relevant Accession Notice pursuant to which such Co-Servicer is appointed. (b) The share of the Servicing Fee allocable payable to the Servicer and any Co-Servicer which is to be met from payments made by the Investor Certificates Beneficiaries of a particular Series with respect to any each Monthly Period (the "INVESTOR SERVICING FEE" with respect to such Series) will each be determined in accordance with the relevant Supplement. . (c) The portion of the Servicing Fee (the "TRANSFEROR SERVICING FEE") with respect to any Monthly Period not so allocated to be met from payments made by the Investor Certificates Beneficiaries of a particular Series pursuant to any related Supplement shall be paid by each Transferor Beneficiary to the Holder extent of its pro rata share from the Transferor Certificate Finance Charge Amount and Transferor Acquired Interchange Amount or other Trust Property allocable to such Transferor Beneficiary on the related Transfer Date and in Date. In no event shall the Trust, the Trustee or the Investor Certificateholders Beneficiaries of any Series be liable to the Servicer or any Co-Servicer for the share of the Servicing Fee with respect to any Monthly Period to be met from payments to be made by any Transferor Beneficiary from Trust Property allocated to such Transferor Beneficiary, PROVIDED, HOWEVER, that the amount of Transferor Servicing Fee to be paid by each Transferor Beneficiary in any Monthly Period shall not exceed its pro rata share of the Holders aggregate amount of the Transferor Certificates Finance Charge Amount and Transferor Acquired Interchange Amount for such Monthly Period. (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due d) With respect to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by any Monthly Period throughout which the Servicer is Barclays Bank Plc, any part of the Servicing Fee for such Monthly Period which would (apart from this Clause 2.2(d)) be payable by Barclays Bank PLC in connection with its activities hereunder; provided, that the Servicer capacity as Transferor Beneficiary shall not be liable payable (and an appropriate apportionment shall be made for any liabilities, costs or expenses Monthly Period where Barclays Bank plc is the Servicer for part only of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewithsuch Monthly Period). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth services hereunder, until the Collection in Full of the immediately following paragraphCharges, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product aggregate initial principal amount of all Securitized Utility Tariff Bonds plus reimbursable expenses for so long as Atmos Energy or an Affiliate of Atmos Energy is the Servicer, or (aii) if Atmos Energy or any of its Affiliates is not the weighted average Servicer, an amount agreed upon by the Successor Servicer, the Issuer and the Indenture Trustee, provided, that the annual Servicing Fee shall not exceed 0.60% of the Series Servicing Fee Percentages with respect aggregate initial principal amount of all Securitized Utility Tariff Bonds, unless the Kansas Commission has approved the appointment of the Successor Servicer or the Kansas Commission does not act to each outstanding Series (based upon either approve or disapprove such appointment on or before the Series Servicing Fee Percentage for each Series and date which is 45 days after notice of the Investor Interest (or such other amount as specified proposed appointment of the Successor Servicer is provided to the Kansas Commission in the related Supplement) of such Series, same manner substantially as provided in each case as of the last day of the prior Monthly Period) and Section 8.01(c). (b) The Servicing Fee owing shall be calculated based on the average initial principal amount of Principal Receivables during the prior Monthly Period. The share Securitized Utility Tariff Bonds and shall be paid semi-annually, with half of the Servicing Fee allocable being paid on each Payment Date, except for the amount of the Servicing Fee to Investor Certificates be paid on the first Payment Date in which case the Servicing Fee then due will be calculated based on the number of a particular Series with respect days that this Servicing Agreement has been in effect. In addition, the Servicer shall be entitled to any Monthly Period will be reimbursed by the Issuer for filing fees and fees and expenses for printing, attorneys, accountants or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents (“Reimbursable Expenses”). (c) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each be determined Payment Date in accordance with the relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date shall be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Servicing Fee with Indenture. (d) The Servicer and the Issuer acknowledge and agree that so long as the Servicer faithfully makes daily remittances of collected Securitized Utility Tariff Charges as provided for herein, no actual or deemed investment earnings shall be payable in respect of any over-remittances or under-remittances of collected Securitized Utility Tariff Charges. However, the Servicer shall remit at least annually to any Monthly Period to be paid by the Holders Indenture Trustee, for the benefit of the Transferor Certificates Issuer, any late charges received from Customers in respect of Securitized Utility Tariff Charges. (e) Other than Reimbursable Expenses or except as expressly provided elsewhere in this Servicing Agreement, the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due Servicer shall be required to the Trustee pursuant to Section 11.05 pay from its own account costs and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedhereunder (including any fees to and disbursements by accountants, that the Servicer shall not be liable for any liabilitiescounsel, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders, but excluding any costs and expenses incurred by Atmos Energy in its capacity as Administrator) out of the compensation retained by or measured by income (or any interest or penalties with respect thereto or arising from a failure paid to comply therewith). The Servicer shall be required it pursuant to pay such expenses for its own account this Section 6.06, and shall not be entitled to any extra payment therefor other than or reimbursement therefor. (f) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing FeeFee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order. (g) Any services required for or contemplated by the performance of the above-referenced services by the Servicer to be provided by unaffiliated third parties may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Servicer at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Servicer and reimbursed by the Issuer in accordance with Section 6.06(b), or otherwise as the Servicer and the Issuer may mutually arrange.

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth services hereunder, until the Collection in Full of the immediately following paragraphCharges, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product aggregate initial principal amount of all Storm Recovery Bonds plus reimbursable expenses for so long as Duke Energy Progress or an Affiliate of Duke Energy Progress is the Servicer or (aii) if Duke Energy Progress or any of its Affiliates is not the weighted average Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the annual Servicing Fee shall not exceed 0.60% of the Series aggregate initial principal amount of all Storm Recovery Bonds, unless the Commission has approved the appointment of the Successor Servicer or the Commission does not act to either approve or disapprove such appointment on or before the date which is 45 days after notice of the proposed appointment of the Successor Servicer is provided to the Commission in the same manner substantially as provided in Section 8.01(c). The Servicing Fee Percentages with respect to each outstanding Series (owing shall be calculated based upon on the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other initial principal amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Storm Recovery Bonds and (b) the average amount of Principal Receivables during the prior Monthly Period. The share shall be paid semi-annually, with half of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will being paid on each be determined in accordance with Payment Date, except for the relevant Supplement. The portion amount of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer first Payment Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of which the Servicing Fee with respect to any Monthly Period then due will be calculated based on the number of days that this Servicing Agreement has been in effect. In addition, the Servicer shall be entitled to be paid reimbursed by the Holders Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Transferor Certificates Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents (the “Transferor Servicing FeeReimbursable Expenses”). The Servicer’s expenses include Except for such Reimbursable Expenses, the amounts due Servicer shall be required to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and pay all other costs and expenses incurred by the Servicer in connection with performing its activities hereunderhereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Duke Energy Progress in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) The Servicer and the Issuer acknowledge and agree that the Servicer’s actual collections of Storm Recovery Charges on some days might exceed the Servicer’s deemed collections, and that the Servicer’s actual collections of Storm Recovery Charges on other days might be less than the Servicer’s deemed collections. The Servicer and the Issuer further acknowledge and agree that the amount of these variances are likely to be small and are not likely to be biased in favor of over-remittances or under-remittances. Consequently, so long as the Servicer faithfully makes all daily remittances based on weighted average days sales outstanding, as provided for herein, the Servicer and the Issuer agree that no actual or deemed investment earnings shall be payable in respect of such over-remittances or under-remittances. However, the Servicer shall not be liable remit at least annually to the Indenture Trustee, for any liabilities, costs or expenses the benefit of the TrustIssuer, any late charges received from Customers in respect of Storm Recovery Charges. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the Investor Certificateholders or obligations to be performed by the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Servicer. The Servicer Such Servicing Fee shall be required determined without regard to pay such expenses for its own account and the income of the Issuer, shall not be entitled deemed to constitute distributions to the recipient of any payment therefor other than profit, loss or capital of the Servicing FeeIssuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order. (e) Any services required for or contemplated by the performance of the above-referenced services by the Servicer to be provided by unaffiliated third parties may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Servicer at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Servicer and reimbursed by the Issuer in accordance with Section 6.06(a), or otherwise as the Servicer and the Issuer may mutually arrange.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Seller Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Seller Certificates (the “Transferor Seller Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphservices hereunder, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product aggregate initial principal amount of all Securitization Bonds for so long as DTE Electric or an Affiliate of DTE Electric is the Servicer or (aii) if DTE Electric or any of its Affiliates is not the weighted average Servicer, the annual Servicing Fee shall not exceed 0.75% of the Series aggregate initial principal amount of all Securitization Bonds. The Servicing Fee Percentages with respect to each outstanding Series (owing shall be calculated based upon on the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other initial principal amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Securitization Bonds and (b) the average amount of Principal Receivables during the prior Monthly Period. The share shall be paid semi-annually, with half of the Servicing Fee allocable being paid on each Payment Date, except for the amount of the Servicing Fee to Investor Certificates be paid on the first Payment Date in which the Servicing Fee then due will be calculated based on the number of a particular Series days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (i) any interest earnings on Securitization Charge Collections received by the Servicer and invested by the Servicer during each Billing Period prior to remittance to the Collection Account, and (ii) all late payment charges, if any, collected from Customers to the extent consistent with respect the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents (“Reimbursable Expenses”). Except for such Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any Monthly Period will such costs and expenses incurred by DTE Electric in its capacity as Administrator). It is expressly acknowledged that the payment of fees to the Rating Agencies shall be at the expense of the Issuer and that, if the Servicer advances such payments to the Rating Agencies, the Issuer shall reimburse the Servicer for any such advances. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each be determined Payment Date in accordance with the relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date shall be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Fee with respect Agreement, the Servicer shall be required to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other pay from its own account expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for hereunder (including any liabilities, costs fees to and disbursements by its accountants or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes counsel or any other tax Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or measured by income (or any interest or penalties with respect thereto or arising from a failure paid to comply therewith). The it pursuant to this Section 6.06, and the Servicer shall be required to pay such expenses for its own account and shall not be entitled to any extra payment therefor other than or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing FeeFee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. As full compensation for (a) The Issuer agrees to pay the Servicer on each Payment Date, solely to the extent amounts are available therefor in accordance with the Indenture, the Servicing Fee with respect to the Securitization Bonds. For so long as: (i) CEI South or one of its servicing activities Affiliates is the Servicer, (ii) a successor to CEI South or one of its Affiliates is the Servicer due to the operation of the provisions of Section 6.03, or (iii) any Person is the Successor Servicer hereunder pursuant to the provisions of Section 6.03 if the predecessor Servicer was CEI South or one of its Affiliates, the amount of the Servicing Fee paid to the Servicer annually shall equal 0.05 % of the Securitization Bond Balance on the date of this Agreement and as reimbursement for its expenses as shall be prorated based on the fraction of a calendar year during which the Servicer provides any of the services set forth in this Agreement. (b) In the immediately following paragraphevent that a Successor Servicer not an Affiliate of CEI South is appointed in accordance with Section 7.04, the amount of Servicing Fee paid to the Servicer annually shall be agreed upon by the Successor Servicer and the Trustee but shall in no event exceed 0.60% of the Securitization Bond Balance on the date of this Agreement without the consent of the Indiana Commission and shall be prorated based on the fraction of a calendar year during which the Successor Servicer provides any of the services set forth in this Agreement. (c) In addition, the Servicer shall be entitled to receive a servicing fee be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the “Servicing Fee”) with respect to each Monthly Period prior to the termination Servicer on behalf of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Issuer and paid for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of Servicer) to meet the Transferor Certificate on Issuer’s obligations under the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates Basic Documents (the “Transferor Servicing FeeReimbursable Expenses”). The Servicer’s expenses include Except for such Reimbursable Expenses, the amounts due Servicer shall be required to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and pay all other costs and expenses incurred by the Servicer in connection with performing its activities hereunder; providedhereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by CEI South in its capacity as Administrator). (d) The Servicing Fee set forth in Section 6.07(a) shall be paid to the Servicer by the Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. The Servicing Fee, together with any portion of the Servicing Fee that remains unpaid from prior Payment Dates, will be paid solely to the extent funds are available. The Servicing Fee will be paid prior to the payment of or provision for any amounts in respect of interest on and principal of the Securitization Bonds. (e) The Servicer and the Issuer acknowledge and agree that the Servicer’s actual collections of Securitization Charges on some days might exceed the Servicer’s deemed collections, and that the Servicer’s actual collections of Securitization Charges on other days might be less than the Servicer’s deemed collections. The Servicer shall and the Issuer further acknowledge and agree that the amount of these variances are likely to be small and are not likely to be liable biased in favor of over-remittances or under-remittances. Consequently, so long as the Servicer faithfully makes all daily remittances based on Average Days Outstanding, as provided for any liabilities, costs or expenses of the Trustherein, the Investor Certificateholders Servicer and the Issuer agree that no actual or deemed investment earnings shall be payable in respect of such over-remittances or under-remittances. (f) The foregoing fees set forth in this Section 6.07 constitute a fair and reasonable price for the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured obligations to be performed by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)the Servicer. The Servicer shall be required to pay such expenses have indemnification obligations for its own account and shall not be entitled to any payment therefor other than the an increased Servicing FeeFee under certain circumstances, in accordance with Section 6.02(h).

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Recovery Bonds, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one(i) $387,710 per annum for so long as SCE or an Affiliate of SCE is the Servicer or (ii) if SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that such fee must be approved by the CPUC, plus, in either case, reasonable out-twelfth of-pocket expenses to cover the Servicer’s incremental costs and expenses in servicing the Recovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the product of (a) the weighted average of the Series Servicing Fee Percentages Recovery Bonds and shall be paid semi-annually with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share half of the Servicing Fee allocable being paid on each Payment Date (provided that the first payment may be adjusted for an longer or shorter first Payment Period). The Servicer also shall be entitled to Investor Certificates of a particular Series with respect retain as additional compensation (i) any interest earnings on Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to any Monthly Period will remittance to the Collection Account and (ii) all late payment charges, if any, collected from Consumers or ESPs. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each be determined Payment Date in accordance with the relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee with respect shall be determined without regard to any Monthly Period to be paid by the Holders income of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedIssuer, that the Servicer shall not be liable for deemed to constitute distributions to the recipient of any liabilitiesprofit, costs loss or expenses capital of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Issuer and shall be required considered an Operating Expense of the Issuer subject to pay the limitations on such expenses for its own account and shall not be entitled to any payment therefor other than set forth in the Servicing FeeFinancing Order.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a A monthly servicing fee (the “Servicing Fee”) shall be payable to the Servicer, in arrears, on each Distribution Date in respect of the prior Due Period (or portion thereof) occurring before the earlier of the first Distribution Date following the Termination Date and the first Distribution Date on which the Series 2000 Invested Amount is zero, in the aggregate amount specified below. On each Distribution Date, Servicer Interchange with respect to the related Due Period that is on deposit in the Collection Account shall be withdrawn from the Collection Account and paid to the Servicer in payment of a portion of the Servicing Fee payable by the Series 2000 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Series 2000 Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the “Series 2000 Monthly Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the Series 2000 Invested Amount as of the last day of the Due Period second preceding such Distribution Date; provided, however, that (1) with respect to the first Distribution Date, the Series 2000 Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Series 2000 Invested Amount at the Net Servicing Fee Rate for the period from the Closing Date to but excluding the first Distribution Date, calculated on the basis of a 360-day year of twelve 30-day months, and (2) with respect to each Due Period thereafter during which the Series 2000 Invested Amount is increased as a result of an issuance of a tranche of Notes, the Series 2000 Monthly Servicing Fee shall be reduced to reflect the number of days in such Due Period prior before such issuance. On each Distribution Date, the Sellers shall pay a portion of the Servicing Fee with respect to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, Due Period in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Sellers’ Participation Amount as of the last day of the prior Monthly Due Period second preceding such Distribution Date (or, if a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10 of the Agreement occurs in the following Due Period, the weighted average of the Sellers’ Participation Amount on the date on which such Lump Addition or removal of Accounts occurs (after giving effect thereto) and the last day of the second preceding Due Period) and (bc) the average amount of Principal Receivables during Series 2000 Allocation Percentage for the prior Monthly related Due Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in In no event shall the Master Trust, the Trustee or the Investor Series 2000 Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Sellers. The Servicer’s expenses include the amounts due Series 2000 Monthly Servicing Fee shall be payable to the Trustee Servicer solely to the extent amounts are available for distribution pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith4.02(a)(ii). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-one- twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Invested Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") will each be determined in accordance with the relevant Supplement. For any Monthly Period, the portion of the Monthly Servicing Fee with respect to any Series payable from Interchange shall be an amount equal to the portion of collections of Finance Charge Receivables allocated to the Certificateholders' Interest of such Series with respect to such Monthly Period that is attributable to Interchange (the "Servicer Interchange"); provided, however, that Servicer Interchange for a Monthly Period may not exceed one-twelfth of the product of the Series Adjusted Investor Amount, as of the last day of such Monthly Period and the percentage specified in the related Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Certificateholders' Interest of a any particular Series shall be paid by the Holder Holders of the Transferor Certificate Certificates on the related Transfer Distribution Date and in no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeCertificates.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Invested Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates the Securityholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") will each be determined in accordance with the relevant Supplement. For any Monthly Period, the portion of the Monthly Servicing Fee with respect to any Series payable from Interchange shall be an amount equal to the portion of collections of Finance Charge Receivables allocated to the Securityholders' Interest of such Series with respect to such Monthly Period that is attributable to Interchange (the "Servicer Interchange"); provided, however, that Servicer Interchange for a Monthly Period may not exceed one-twelfth of the product of the Series Adjusted Investor Amount, as of the last day of such Monthly Period and the percentage specified in the related Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Securityholders' Interest of a any particular Series shall be paid by the Holder Holders of the Transferor Certificate Securities on the related Transfer Distribution Date and in no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders Securityholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeSecurities.

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphservices hereunder, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product aggregate initial principal amount of all Securitization Bonds for so long as DTE Electric or an Affiliate of DTE Electric is the Servicer or (aii) if DTE Electric or any of its Affiliates is not the weighted average Servicer, the annual Servicing Fee shall not exceed 0.75% of the Series aggregate initial principal amount of all Securitization Bonds). The Servicing Fee Percentages with respect to each outstanding Series (owing shall be calculated based upon on the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other initial principal amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Securitization Bonds and (b) the average amount of Principal Receivables during the prior Monthly Period. The share shall be paid semi-annually, with half of the Servicing Fee allocable being paid on each Payment Date, except for the amount of the Servicing Fee to Investor Certificates be paid on the first Payment Date in which the Servicing Fee then due will be calculated based on the number of a particular Series days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (i) any interest earnings on Securitization Charge Collections received by the Servicer and invested by the Servicer during each Billing Period prior to remittance to each Collection Account, and (ii) all late payment charges, if any, collected from Customers to the extent consistent with respect the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of each Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made on each Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents (“Reimbursable Expenses”). Except for such Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any Monthly Period will such costs and expenses incurred by DTE Electric in its capacity as Administrator). It is expressly acknowledged that the payment of fees to the Rating Agencies shall be at the expense of the Issuer and that, if the Servicer advances such payments to the Rating Agencies, the Issuer shall reimburse the Servicer for any such advances. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each be determined Payment Date in accordance with the relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Payment Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date shall be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Fee with respect Agreement, the Servicer shall be required to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other pay from its own account expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for hereunder (including any liabilities, costs fees to and disbursements by its accountants or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes counsel or any other tax Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or measured by income (or any interest or penalties with respect thereto or arising from a failure paid to comply therewith). The its pursuant to this Section 6.06, and the Servicer shall be required to pay such expenses for its own account and shall not be entitled to any extra payment therefor other than or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing FeeFee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. As full compensation for its ---------------------- servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee (the “Servicing Fee”) with respect to each Monthly any Collection Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.01, 12.1 (the "Monthly Servicing Fee") payable monthly in arrears on the related Transfer Date, each Distribution Date in an --------------------- amount equal to, with respect to each Series then outstanding, one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and the Investor Interest (or such other amount as specified in sum of an allocable portion of the related Supplement) Transferor Amount and the Invested Amount of such Series, in each case as of the last day of the prior Collection Period preceding the Collection Period with respect to which the Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly PeriodServicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificates of a particular Series Certificateholders with respect to any Distribution Date (with respect to any such Series, the "Investor Monthly Period will each Servicing Fee") shall be ------------------------------ determined and paid to the Servicer in accordance with the relevant related Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Transferor, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider or the Investor Certificateholders of any Series be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferor. The share of the Monthly Servicing Fee to be paid by the Transferor Certificates (shall not be paid from the “Trust Property and shall be paid only to the extent that the Transferor has funds available for that purpose. If the Transferor does not have funds available to make such payment, the Servicer shall not be entitled to assert a claim against the Transferor for the unpaid amount. In the case of the first Collection Period, the Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the Initial Cut-Off Date. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, however, that the Servicer -------- ------- shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including including, without limitation limitation, any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Agreement. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth one‑twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate directly to the Servicer on the related Transfer Date Date, and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Holder of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of the Servicer’s independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder On or prior to each Reporting Date, the Seller shall provide Holdings, in an electronic format, a monthly report containing data elements detailing all Holdings Economics, Excess Servicing Fees, the Holdings Expenses and as reimbursement for its expenses the Seller Economics (the “Reconciliation Report”) as set forth in the immediately following paragraphrelated Formatted Servicing Report; it being understood that the amounts described in clauses (iii) and (iv) of Holdings Economics, and Holdings Expenses, may relate to prior periods. Pursuant to Section 2.8(f), the Servicer Seller shall provide Holdings with sufficient information to reflect the calculation (daily and monthly, as applicable) of Holdings Economics, Excess Servicing Fees, the Holdings Expenses and the Seller Economics, including the fees payable to the Seller by Holdings under this Addendum. Unless separate reporting is requested by the Purchasers, Seller may combine the Reconciliation Report and any supporting materials required to be delivered hereunder with the “Reconciliation Report” and supporting materials as defined in and delivered pursuant to the relevant NRZ Subservicing Agreements. Holdings shall pay all non-disputed amounts of the Seller Economics and all non-disputed amounts of Holdings Expenses on a monthly basis, in arrears, on the later of the last Business Day of each month and five (5) Business Days following receipt of the Reconciliation Report, and if reasonably necessary, additional information to confirm and reconcile the Holdings Expenses, Holdings Economics, Excess Servicing Fees, and the Seller Economics relating to the applicable periods included in the Reconciliation Report, subject to Section 4.3. To the extent (i) Holdings does not pay all non-disputed amounts of the Seller Economics within the applicable timeframe set forth in the prior sentence or any amounts owed to the Seller hereunder within the timeframe set forth herein (or if not set forth, within two (2) Business Days of Seller notifying Holdings of such amounts being owed) and (ii) the Seller provided Holdings at least two (2) Business Days’ prior notice of its intention to net such non-disputed amounts, the Seller is entitled net and retain all such non-disputed amounts of the Seller Economics from the applicable remittance Seller makes to Holdings pursuant to Section 2.8(f); provided, further, that the Seller may not net or set-off against any portion from the applicable remittance Seller makes to any Purchaser pursuant to Section 2.8(f) that have been sold and/or pledged by such Purchaser in connection with a financing or securitization involving such remittance, including, without, limitation any servicing advance facility or servicing rights financing, in each case except as expressly permitted in writing by the applicable transaction agreements or the applicable purchaser, lender or secured party. With respect to disputed amounts of the Seller Economics, the parties shall follow the procedures set forth in Section 4.3 for resolution of disputes to the extent not otherwise resolved. Following the transactions contemplated under Section 7 of the New RMSR Agreement, if there has been a Material Change, the parties shall agree to an Adjusted Fee Rate calculated in accordance with Exhibit U. The Seller shall be entitled to receive all amounts, to the extent paid, allowed to a servicing fee (the “Servicing Fee”) servicer from time to time by any governmental or quasi-governmental programs or PMI Companies, as applicable, for engaging in Loss Mitigation with respect to each Monthly Period prior the Mortgage Loans. Holdings shall be entitled to the termination Float Benefit, which amounts shall be remitted by the Seller to Holdings as part of the Trust Holdings Economics pursuant to Section 12.012.8(f). The Seller shall be entitled to Ancillary Income and, payable monthly pursuant to its reporting obligations hereunder, provide to Holdings information and data related to the Ancillary Income received and/or paid to the Seller. The Seller shall provide or make available to Holdings its schedule of Ancillary Income charged to the Mortgagors on the related Transfer Date, a quarterly basis in an amount equal to one-twelfth acceptable searchable electronic format that allows for comparison of the product current schedule of (a) Ancillary Income against the weighted average schedule of Ancillary Income from the Series Servicing Fee Percentages prior quarterly period. Unless separate reporting is requested by the Purchasers, Seller may combine any reporting with respect to each outstanding Series (based upon Ancillary Income required to be delivered hereunder with the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect reports it delivers to any Monthly Period will each be determined NRZ O/S Entity under any NRZ Subservicing Agreement. Except as otherwise set forth in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trustthis Addendum, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 Seller and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer each Purchaser shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall each be required to pay such all expenses for its own account incurred by each, respectively, in connection with their respective performance of obligations hereunder, including but not limited to their respective overhead costs and shall not be entitled to any payment therefor other than the Servicing Feeemployee salaries.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Due Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series Series, and weighted based on the Investor Interest (Invested Amount or such other amount as specified in the related Indenture Supplement) and (b) the total amount of such Series, in each case Principal Receivables (without reduction for Discount Option Receivables) as of the close of business on the last day of the immediately preceding Due Period, excluding the principal portion of Participation Interests; provided, however, that with respect to any Due Period in which an Addition Date for an Aggregate Addition or a Removal Date occurs, such amount shall be the sum of the following amounts for each day in that Due Period divided by the number of days in such Due Period: (a) the aggregate amount of Principal Receivables in the designated pool, excluding the principal portion of participation interests, as of the close of business on the last day of the prior Monthly Due Period) , for each day in the period from and including the first day of such Due Period to and including the last day of such Due Period and (b) the average aggregate amount of Principal Receivables during Receivables, excluding the prior Monthly principal portion of Participation Interests, added to or removed on the related Additional Cut-Off Date or Removal Date, as the case may be, for each day in the period from and including the related Additional Cut-Off Date or Removal Date to and including the last day of such Due Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Due Period will each be determined in accordance with the relevant Indenture Supplement. The portion of the Servicing Fee with respect to any Monthly Due Period not so allocated to the Investor Certificates of a any particular Series or, if specified in the related Indenture Supplement, payable from Interchange, shall be paid by the Holder Holders of the Transferor Certificate Certificates on the related Transfer Distribution Date and in no event shall the Trust, the Trustee or Owner Trustee, the Investor Certificateholders Indenture Trustee, the Noteholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Due Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeCertificates.

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth services hereunder, until the Collection in Full of the immediately following paragraphCharges, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product of (a) the weighted average aggregate initial principal amount of the Series Securitized Utility Tariff Bonds plus reimbursable expenses for so long as KGS or an Affiliate of KGS is the Servicer, or (ii) if KGS or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer, and the Indenture Trustee, provided, that the annual Servicing Fee Percentages with respect shall not exceed 0.60% of the aggregate initial principal amount of the Securitized Utility Tariff Bonds, unless the Commission has approved the appointment of the Successor Servicer or the Commission does not act to each outstanding Series (based upon approve or disapprove such appointment on or before the Series Servicing Fee Percentage for each Series and date which is 30 days after notice of the Investor Interest (or such other amount as specified proposed appointment of the Successor Servicer is provided to the Commission in the related Supplement) of such Series, same manner substantially as provided in each case as of the last day of the prior Monthly Period) and Section 8.01(c). (b) The Servicing Fee owing shall be calculated based on the average initial principal amount of Principal Receivables during the prior Monthly Period. The share Securitized Utility Tariff Bonds and shall be paid semi-annually, with half of the Servicing Fee allocable being paid on each Payment Date, except for the amount of the Servicing Fee to Investor Certificates be paid on the first Payment Date in which case the Servicing Fee then due will be calculated based on the number of a particular Series with respect days that this Servicing Agreement has been in effect. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for printing, attorneys, accountants or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents (“Reimbursable Expenses”). Except for such Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any Monthly Period will such costs and expenses incurred by KGS in its capacity as Administrator). (c) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each be determined Payment Date in accordance with the relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date shall be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Servicing Fee with Indenture. (d) The Servicer and the Issuer acknowledge and agree that so long as the Servicer faithfully makes daily remittances of collected Securitized Utility Tariff Charges as provided for herein, no actual or deemed investment earnings shall be payable in respect of any over-remittances or under-remittances of collected Securitized Utility Tariff Charges. However, the Servicer shall remit at least annually to any Monthly Period to be paid by the Holders Indenture Trustee, for the benefit of the Transferor Certificates Issuer, any late charges received from Customers in respect of Securitized Utility Tariff Charges. (e) Except as expressly provided elsewhere in this Servicing Agreement, the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due Servicer shall be required to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other pay from its own account expenses incurred by the Servicer in connection with its activities hereunder; providedhereunder (including any fees to and disbursements by accountants, that the Servicer shall not be liable for any liabilitiescounsel, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or measured by income (or any interest or penalties with respect thereto or arising from a failure paid to comply therewith). The Servicer shall be required it pursuant to pay such expenses for its own account this Section 6.06, and shall not be entitled to any extra payment therefor other than or reimbursement therefor. (f) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing FeeFee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order. (g) Any services required for or contemplated by the performance of the above-referenced services by the Servicer to be provided by unaffiliated third parties may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Servicer at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Servicer and reimbursed by the Issuer in accordance with Section 6.06(a), or otherwise as the Servicer and the Issuer may mutually arrange.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Receivables serviced on behalf of each Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (i) the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") and (ii) the Enhancement Invested Amount, if any, of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Certificateholders' Interest or the Enhancement Invested Amount, if any, of a particular Series shall be paid by the Holder of the Transferor Certificate Transferors on the related Transfer Distribution Date and in no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferors. The Servicer agrees that the portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee allocable to the Trustee pursuant Transferors shall be payable solely to the extent of, and from, the Transferors' allocable portion of Collections of Finance Charge Receivables as provided in Section 11.05 and 4.03 and, to the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedextent not so paid, that the Servicer shall not be liable for any liabilities, costs or expenses have no recourse to the Transferors in respect thereof. The Transferors agree that the Servicer may deduct the Transferors' allocable share of the Trust, Monthly Servicing Fee from any amounts due to the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure Transferors pursuant to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeSection 4.03.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to Fee payable in arrears on each Monthly Period Payment Date on or prior to the termination of the Trust Issuer pursuant to Section 12.01, payable monthly on the related Transfer terms of the Trust Agreement. The “Servicing Fee” for any Payment Date, in other than the initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) 4.64%, multiplied by (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case aggregate Loan Principal Balance as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and one-twelfth. The Servicing Fee for the initial Payment Date shall be an amount equal to the product of (bi) 4.64%, multiplied by (ii) the average amount aggregate Loan Principal Balance as of Principal Receivables during the prior Monthly Initial Cut-Off Date, multiplied by (iii) a fraction having as its numerator the number of days from the Closing Date through the end of the related Collection Period, and as its denominator, 360. The share of the Servicing Fee allocable shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplement. The portion terms of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Indenture. The Servicer’s fees, costs and expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of attorneys, independent public accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for including, without limitation, any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under fees payable to any tax law, including without limitation any federal, state or local income or franchise taxes Subservicer or any other tax imposed on or measured by income (or Person performing any interest or penalties with respect thereto or arising from a failure to comply therewith)of the Servicer’s duties and obligations hereunder. The Servicer shall be required to pay such fees, costs and expenses for its own account and shall not be entitled to any payment or reimbursement therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (other than the Servicing Fee). Notwithstanding the foregoing, no Successor Servicer will be responsible to pay the fees and expenses of the Issuer or the Issuer Loan Trustee for the benefit of the Issuer. The Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for in this Agreement, including the Servicing Fee, are on terms consistent with those arrived at as a result of arm’s length negotiations and that they are typical of servicing arrangements made for servicing assets such as the Loans, (ii) the Servicing Fee is expected to more than cover the anticipated costs associated with the performance by the Servicer of its obligations hereunder with respect to the Loans and other Sold Assets, and constitutes fair consideration and reasonable compensation to the Servicer for the performance of such obligations, and (iii) an unaffiliated third party having the requisite experience servicing assets such as the Loans would be willing to assume the servicing obligations hereunder for compensation commensurate with the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with in respect to of each Monthly Period day prior to the termination of the Trust pursuant to Section 12.0112.1 (the "Servicing Fee"), payable monthly in arrears on each date and in the related Transfer Datemanner specified in the applicable Supplement, in an amount equal to one-twelfth of the product of (ai) a fraction, the numerator of which is the actual number of days in the measuring period specified in the applicable Supplement and the denominator of which is the actual number of days in the year, (ii) the weighted average of the Series Servicing Fee Percentages with respect to each Percentage for all outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case as of the last day of the prior Monthly Period) and (biii) the daily average amount aggregate balance of all Principal Receivables during over the prior Monthly Periodterm of such measuring period. The share of the Servicing Fee allocable to Investor Certificates of a particular each Series with respect to any Monthly Period will each date of payment shall be determined equal to the product of (i) a fraction, the numerator of which is the actual number of days in accordance with the relevant measuring period specified in the applicable Supplement and the denominator of which is the actual number of days in the year, (ii) the applicable Series Servicing Fee Percentage for such Series and (iii) the Invested Amount of such Series, as appropriate, as of the date of determination for such payment as specified in the applicable Supplement. The portion remainder of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of Transferor, or retained by the Transferor Certificate on the related Transfer Date Servicer as provided in Article IV, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider, or the Investor Certificateholders of any Series Securityholders be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Transferor. The Servicer’s expenses Servicer shall be responsible for its own expenses, which shall include the amounts due to the Trustee pursuant to Section 11.05 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders Securityholders or the Certificate Security Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith). In the event that the Servicer fails to pay any amounts due to the Trustee pursuant to Section 11.5, the Trustee shall be entitled to deduct and receive such amounts from the Servicing Fee prior to the payment thereof to the Servicer and the obligations of the Trust to pay any such amounts shall thereby be fully satisfied. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing and custodial activities hereunder and as reimbursement for its expenses (in the case of Conn Appliances only) as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) as set forth below (including, with respect regards to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01SST as Successor Servicer, payable monthly as set forth on the related Transfer SST Fee Schedule). The “Servicing Fee” for any Payment Date, in other than the initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, multiplied by (based upon ii) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified aggregate Receivables Principal Balance of all Receivables in the related Supplement) of such Series, in each case Receivables Trust Estate as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and (b) the average amount of Principal Receivables during the prior Monthly Periodone-twelfth. The share Servicing Fee for the initial Payment Date shall be an amount equal to the product of (i) the Servicing Fee allocable Rate multiplied by (ii) the aggregate Receivables Principal Balance of all Receivables in the Receivables Trust Estate as of the Initial Cut- Off Date, multiplied by (iii) a fraction having as its numerator the number of days from the Initial Cut-Off Date through the end of the related Collection Period, and as its denominator, 360. The Servicing Fee shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplementterms of the Indenture. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The initial Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the initial Servicer in connection with its activities hereunder; provided, that the initial Servicer in its capacity as such shall not be liable for any liabilities, costs or expenses of the Receivables Trust, the Investor Certificateholders Issuer or the Certificate Owners Noteholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a failure to comply therewith)) except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the initial Servicer of its obligations under Section 6.02 hereof. The In such case, the initial Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. The payment of the expenses of SST, as Successor Servicer, which with respect to SST are set forth in the SST Fee Schedule attached to the Back-Up Servicing Agreement, shall be distributed on each Payment Date on which such amounts are due and payable to the extent of funds available therefor in accordance with Section 8.06 of the Indenture and the SST Fee Schedule. The provisions of this Section 2.09 shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 2002-CC Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 2002-CC Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will Servicing Fee") shall be equal to the product of (i) the Monthly Servicing Fee and (ii) the Floating Allocation Percentage for the related Collection Period. A portion of the Certificateholders Monthly Servicing Fee shall be allocated to each be determined series of Notes in accordance with the relevant related Indenture Supplement, and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2002-CC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and in no event shall the Series 2002-CC Certificateholders be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of other Series. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Trustee pursuant on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to Section 11.05 pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives all or any portion of the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the reasonable fees and disbursements of independent public accountants and all other expenses incurred Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be reduced by the Servicer in connection with its activities hereunderamount so waived for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the Servicer shall not be liable for extent amounts are available therefor pursuant to the applicable Indenture Supplement; provided, further, that, to the extent any liabilitiessuch waived Certificateholders Monthly Servicing Fee is so paid, costs or expenses the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full The Servicer, as compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphhereunder, the Servicer shall be entitled to receive a servicing fee for each Collection Period equal to (A) the product of (i) the Servicing Fee Rate, (ii) the aggregate Principal Balance of the Eligible Receivables as of the first day of such Collection Period and (iii) 1/12 plus (B) any amounts paid by Obligors during the related Collection Period that did not relate to principal and interest payments due on the Receivables plus (C) with respect to each Receivable that was sold to the Borrower during the related Collection Period, the product of (i) the Servicing Fee Rate, (ii) the Principal Balance of such Receivable as of the related Transfer Date and (iii) a fraction, the numerator of which is the number of days from and including the related Transfer Date to and including the last day of the related calendar month and the denominator of which is the number of days in such calendar month (the “Servicing Fee”) ). The Servicing Fee shall be payable in arrears by the Borrower on each Payment Date from funds on deposit in the Collection Account in accordance with respect to each Monthly Period Section 3.3; provided that prior to the termination occurrence of a Termination Event and so long as no Servicer Event of Default shall have occurred and be continuing, the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicer may withhold its Servicing Fee Percentages with respect payable to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series it with respect to any Monthly Collection Period will each be determined in accordance with from the relevant Supplement. The portion amount of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period Collections to be paid by deposited thereby into the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable Collection Account for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)such Collection Period. The Servicer shall be required to pay such all expenses for incurred by it in connection with its own account servicing activities hereunder (including payment of the fees and expenses of any Subservicer) and shall not be entitled to any payment reimbursement therefor other than except as specifically provided hereunder; provided, however, that the Servicing FeeServicer shall be entitled to recover all reasonable Liquidation Expenses expended by it or for its account during the related Collection Period, but only out of the Liquidation Proceeds.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series 2005-CC with respect to any Distribution Date shall be paid from Servicer Interchange and the Monthly Servicing Fee. The "Monthly Servicing Fee," with respect to any Distribution Date, shall be equal to one-twelfth of the excess of (x) the product of (a) the Servicing Fee Rate and (b) (i) the Weighted Average Floating Allocation Invested Amount for the Monthly Period will preceding such Distribution Date, minus (ii) the product of the amount, if any, on deposit in the Special Funding Account as of the last day of the Monthly Period preceding such Distribution Date and the Weighted Average Floating Allocation Invested Amount for such Monthly Period (the amount calculated pursuant to this clause (b) is referred to as the "Servicing Base Amount") over (y) the product of the Servicer Interchange Percentage and the Servicing Base Amount. On each be determined Distribution Date, prior to making any other withdrawals from the Collection Account, the Servicer shall apply, or shall instruct the Trustee to apply, amounts on deposit in accordance the Collection Account with respect to the relevant Supplementrelated Monthly Period, up to the amount of Servicer Interchange for such Monthly Period, to the Servicer in partial payment of the Series 2005-CC share of the Servicing Fee. The portion remainder of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Seller Certificate on or the Certificateholders of other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee or the Investor Series 2005-CC Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Holder of the Transferor Certificates (Seller Certificate or the “Transferor Servicing Fee”)Certificateholders of any other Series. The Servicer’s expenses include the amounts due Monthly Servicing Fee shall be payable to the Trustee Servicer solely to the extent amounts are available for distribution in respect thereof pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeIndenture.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee in respect of any Due Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.0112.01 (the "Monthly Servicing Fee"), payable monthly in arrears on the related Transfer Date, each Distribution Date in an amount equal to the sum of, with respect to all Series then outstanding, one-twelfth of the product of the applicable Servicing Fee Percentages and the sum of an allocable portion of the Transferor Amount and the Invested Amount of each Series each as of the last day of the second preceding Due Period. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificateholders with respect to any Due Period (or portion thereof) shall be equal to one-twelfth of the product of (aA) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and (B) the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case as Series (after subtracting from the Invested Amount the aggregate amount of any deposits previously made into any principal funding account) on the last day of the prior Monthly Period) and second preceding Due Period (b) or, in the average amount of Principal Receivables during the prior Monthly Period. The share case of the Servicing Fee allocable to Investor Certificates of a particular Series first Distribution Date, the Initial Invested Amount) with respect to any such Series, the "Investor Monthly Period will each Servicing Fee") and shall be determined in accordance with paid to the relevant Servicer pursuant to the applicable Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferors. In the case of the Transferor Certificates (first Due Period, the “Transferor Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the initial Cut-Off Date. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder, and include, without limitation, all other fees and expenses of the Trust provided for in Section 8.04 hereof; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners owners arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Agreement. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. As The Issuer hereby agrees to pay to the Servicer, as full compensation for its servicing activities hereunder and under the other Transaction Documents and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly in arrears on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) 0.75% multiplied by the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Aggregate Receivables Balance as of the last day of the prior such Monthly Period) and (b) , subject to adjustment at the average direction of the Trustee to provide additional servicing compensation in an amount up to 110% of Principal Receivables during the prior Monthly Periodactual servicing costs to any Successor Servicer if necessary to reflect then-current market rates for servicing of comparable receivables at any time that any such Successor Servicer becomes Servicer hereunder. The share of the Servicing Fee allocable to Investor Certificates the holders of a particular Series the Notes issued from time to time by the Issuer under the Indenture with respect to any Monthly Period will each shall be determined set forth in accordance with the relevant SupplementIndenture. The Servicing Fee shall be payable solely out of Pool Collections and Fee Collections available for such purpose pursuant to, and subject to the priority of payments set forth in, the Indenture. Notwithstanding the preceding sentence, the portion of the Servicing Fee with respect to any Monthly Period not so payable out of the Pool Collections and Fee Collections allocated to the Investor Certificates holders of a particular Series the Notes shall be paid by the Holder payable out of the Transferor Certificate Pool Collections and Fee Collections allocable to the Issuer on the related Transfer Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the Trust, holders of the Trustee or the Investor Certificateholders of any Series Notes be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid payable out of the Pool Collections and Fee Collections allocable to the Issuer or by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Issuer. The Servicer shall be required pay the fees and expenses of, and agrees to pay such expenses for its own account indemnify the Trustee, the Paying Agent, the Authentication Agent and shall not be entitled to any payment therefor other than the Servicing FeeTransfer Agent and Registrar in accordance with the terms of the Indenture.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphparagraph and for fees required to be paid to the Administrator pursuant to the Administration Agreement, the Servicer shall be entitled to receive a monthly servicing fee (the “Servicing Fee”) with respect to each Monthly any Collection Period (or portion thereof) prior to the termination of the Trust Issuer pursuant to Section 12.01, the Indenture (the "Monthly Servicing Fee") payable monthly in arrears on the related Transfer Date, each Distribution Date in an amount equal to, with respect to each Series then outstanding, one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and the Investor Interest (or such other amount as specified in sum of an allocable portion of the related Supplement) Transferor Amount and the Invested Amount of such Series, in each case as of the last day of the prior Collection Period preceding the Collection Period with respect to which the Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly PeriodServicing Fee is being paid. The share of the Monthly Servicing Fee allocable to Investor Certificates each Series of a particular Series Noteholders with respect to any Distribution Date (with respect to any such Series, the "Investor Monthly Period will each Servicing Fee") shall be determined and paid to the Servicer in accordance with the relevant related Indenture Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Transferor, and in no event shall the TrustIssuer, the Trustee Indenture Trustee, any Enhancement Provider or the Investor Certificateholders of any Series Noteholders be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferor. The share of the Monthly Servicing Fee to be paid by the Transferor Certificates (shall not be paid from the “Trust Assets and shall be paid only to the extent that the Transferor has funds available for that purpose. If the Transferor does not have funds available to make such payment, the Servicer shall not be entitled to assert a claim against the Transferor for the unpaid amount. In the case of the Collection Period in which the Certificate Trust Termination Date occurs, the Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the Certificate Trust Termination Date. The Servicer’s 's expenses include the amounts due to the Indenture Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, however, that the Servicer shall not be liable for any liabilities, costs or expenses of the TrustIssuer, the Investor Certificateholders Noteholders or the Certificate Note Owners arising under any tax law, including including, without limitation limitation, any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Agreement. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. As full compensation consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphMortgage Loans subject to this Agreement, the Servicer shall be entitled to receive a servicing fee Servicing Fee for each Serviced Mortgage Loan (the “including any Specially Serviced Mortgage Loan or REO Loan) remaining subject to this Agreement during any calendar month or part thereof; provided that any Servicing Fee”) with respect Fee allocable to each Monthly Period prior a Funded Companion Participation or Future Funding Participation shall be paid only from amounts allocated to the termination of the Trust pursuant to Section 12.01such Funded Companion Participation, Future Funding Participation. The Servicing Fee shall be payable monthly on the related Transfer Date, in an amount equal to one-twelfth Remittance Date of each month and shall be computed on the basis of the product of (a) same outstanding principal balance and for the weighted average of the Series Servicing Fee Percentages period with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in which any related interest payment on the related Supplement) of such Series, in each case as of Mortgage Loan or distribution on the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodrelated Mortgage Loan is computed. The share of Servicer may pay itself the Servicing Fee allocable on the Remittance Date of each month from amounts on deposit in the Collection Account or the Participated Mortgage Loan Collection Account, as applicable. To the extent that amounts on deposit in the Collection Account or the Participated Mortgage Loan Collection Account on the Remittance Date are insufficient to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of pay the Servicing Fee with respect allocated to any Monthly Period not so allocated Serviced Mortgage Loan or REO Loan, the Issuer shall pay any such shortfall to the Investor Certificates Servicer within ten (10) Business Days after the Issuer’s receipt of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of an itemized invoice therefor. The right to receive the Servicing Fee with respect to any Monthly Period to may not be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer transferred in whole or in part except in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses transfer of all of the Trust, the Investor Certificateholders or the Certificate Owners arising Servicer’s responsibilities and obligations under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Feethis Agreement.

Servicing Compensation. (a) As full compensation for the performance of its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, obligations under this Agreement the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Servicer Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such SeriesAdditional Servicer Fee, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodif applicable. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Servicer Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series Lease Contract shall be paid by monthly, commencing on the Holder Initial Payment Date and terminating on the first to occur of (i) the receipt of the Transferor Certificate on the last Scheduled Payment and related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee Residual Proceeds with respect to any Monthly Period the last remaining Lease Contract, (ii) the receipt of Recoveries and Insurance Proceeds with respect to the last remaining Lease Contract, or (iii) the date on which the Transferor or MBIA purchases the last remaining Lease Contract. The Servicer Fee shall be paid to the Servicer at the times and in the priority as set forth in the Trust and Security Agreement. The Servicer shall pay all expenses incurred by the Holders it in connection with its servicing activities hereunder, including, without limitation, payment of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants the Independent Accountants and all other payment of expenses incurred by the Servicer in connection with its activities hereunder; provideddistributions and reports to the Trustee, that the Servicer shall not be liable for any liabilitiesBack-up Servicer, costs or expenses MBIA, the Rating Agencies and Certificateholders, payment of the Trust, fee of the Investor Certificateholders or Lockbox Bank under the Certificate Owners arising under Lockbox Agreement and any tax law, including without limitation payment of any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties fees in connection with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account the ACH Account and shall not be entitled to reimbursement for such expenses; provided, however, that the Servicer will be entitled to reimbursement pursuant to Section 12.02(d)(i)(B) of the Trust and Security Agreement for reasonable costs and expenses incurred by the Servicer (including reasonable attorney's fees and out-of-pocket expenses) in connection with the realization, attempted realization or enforcement of rights and remedies upon Defaulted Lease Contracts, from amounts received as Recoveries from such Defaulted Lease Contracts. (b) In connection with any payment therefor other than transfer of the Servicing Feeservicing obligations to a successor Servicer in accordance with Section 6.02 hereof, the Back-up Servicer shall be entitled to reimbursement of Transition Costs as provided therein and in the Trust and Security Agreement.

Servicing Compensation. (a) As full compensation for the performance of its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, obligations under this Agreement the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Servicer Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such SeriesAdditional Servicer Fee, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodif applicable. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Servicer Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series Lease Contract shall be paid by the Holder of the Transferor Certificate monthly, commencing on the related Transfer Initial Payment Date and in no event shall terminating on the Trust, first to occur of (i) the Trustee or the Investor Certificateholders of any Series be liable for the share receipt of the Servicing Fee last Scheduled Payment and related Residual Proceeds with respect to any Monthly Period the last remaining Lease Contract, (ii) the receipt of Recoveries and Insurance Proceeds with respect to the last remaining Lease Contract, or (iii) the date on which the Transferor or MBIA purchases the last remaining Lease Contract. The Servicer Fee shall be paid to the Servicer at the times and in the priority as set forth in the Trust and Security Agreement. The Servicer shall pay all expenses incurred by the Holders it in connection with its servicing activities hereunder, including, without limitation, payment of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants the Independent Accountants and all other payment of expenses incurred by the Servicer in connection with its activities hereunder; provideddistributions and reports to the Trustee, that the Servicer shall not be liable for any liabilitiesBack-up Servicer, costs or expenses MBIA, the Rating Agencies and Certificateholders, payment of the Trust, fee of the Investor Certificateholders or Lockbox Bank under the Certificate Owners arising under Lockbox Agreement and any tax law, including without limitation payment of any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties fees in connection with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account the ACH Account and shall not be entitled to reimbursement for such expenses; provided, however, that the Servicer will be entitled to reimbursement pursuant to Section 12.02(d)(i)(B) of the Trust and Security Agreement for reasonable costs and expenses incurred by the Servicer (including reasonable attorney's fees and out-of-pocket expenses) in connection with the realization, attempted realization or enforcement of rights and remedies upon Defaulted Lease Contracts, from amounts received as Recoveries from such Defaulted Lease Contracts. (b) In connection with any payment therefor other than transfer of the Servicing Feeservicing obligations to a successor Servicer in accordance with Section 6.02 hereof, the Back-up Servicer shall be entitled to reimbursement of Transition Costs as provided therein and in the Trust and Security Agreement.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular the Series 20__-_ Noteholders with respect to any Distribution Date is equal to the Monthly Period will each be determined in accordance with the relevant SupplementServicing Fee. The portion of the Servicing Fee with respect to any Monthly Period that is not so allocated allocable to the Investor Certificates of a particular Series shall 20__-_ Noteholders will be paid by the Holder holders of the Transferor Certificate on Interest or the Noteholders of other Series (as provided in the related Transfer Date Indenture Supplements) and in no event shall will the TrustIssuer, the Indenture Trustee or the Investor Certificateholders of any Series 20__-_ Noteholders be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders holders of the Transferor Certificates (Interest or the “Transferor Servicing Fee”)Noteholders of any other Series. The Servicer’s expenses include the amounts due Monthly Servicing Fee is payable to the Servicer only to the extent amounts are available for payment therefor in accordance with this Indenture Supplement. The Servicer may, in its sole discretion, waive the Monthly Servicing Fee for any Distribution Date by written notice to the Indenture Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; provided, that delivery of the Servicer’s Certificate indicating waiver of such Monthly Servicing Fee shall be deemed to constitute such written notice. If the Servicer shall not be liable so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses that Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of the Trustthis Indenture Supplement, the Investor Certificateholders or Indenture and the Certificate Owners arising under Transfer and Servicing Agreement; provided, however, that any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer waived Monthly Servicing Fee shall be required reimbursed on a future Distribution Date solely to pay such expenses for its own account and shall not be entitled the extent of funds available therefor pursuant to any payment therefor other than the Servicing FeeSection 4.03(a)(xi).

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to Fee payable in arrears on each Monthly Period Payment Date on or prior to the termination of the Trust Issuer pursuant to Section 12.01, payable monthly on the related Transfer terms of the Trust Agreement. The “Servicing Fee” for any Payment Date, in other than the Initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) 4.75%, multiplied by (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case aggregate Loan Principal Balance as of the last first day of such Collection Period (or, in the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share case of the Initial Payment Date, the Initial Cut-Off Date), multiplied by (iii) one-twelfth (or, in the case of the Initial Payment Date, one-sixth).. The Servicing Fee allocable shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplement. The portion terms of the Indenture (including by the Servicer retaining Collections in an amount up to the aggregate accrued and unpaid Servicing Fee). For the avoidance of doubt, such Servicing Fee with respect to any Monthly Period not so allocated shall also constitute compensation for the Servicer’s services rendered pursuant to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the 2022-1A SUBI Servicing Agreement and related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)North Carolina Trust Documents. The Servicer’s fees, costs and expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of attorneys, independent public accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for including, without limitation, any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under fees payable to any tax law, including without limitation any federal, state or local income or franchise taxes Subservicer or any other tax imposed on or measured by income (or Person performing any interest or penalties with respect thereto or arising from a failure to comply therewith)of the Servicer’s duties and obligations hereunder. The Servicer shall be required to pay such fees, costs and expenses for its own account and shall not be entitled to any payment or reimbursement therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (other than the Servicing Fee). Notwithstanding the foregoing, no Successor Servicer will be responsible to pay the fees and expenses of the Issuer. The Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for in this Agreement and under the 2022-1A SUBI Servicing Agreement, including the Servicing Fee, are on terms consistent with those arrived at as a result of arm’s length negotiations and that they are typical of servicing arrangements made for servicing assets such as the Loans, (ii) the Servicing Fee is expected to more than cover the anticipated costs associated with the performance by the Servicer of its obligations hereunder with respect to the Loans, other Sold Assets and the other 2022-1A SUBI Assets, and constitutes fair consideration and reasonable compensation to the Servicer for the performance of such obligations, and (iii) an unaffiliated third party having the requisite experience servicing assets such as the Loans would be willing to assume the servicing obligations hereunder for compensation commensurate with the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “Servicing Fee”) with respect to Series 2004-1 (the "Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each Monthly Payment Date in respect of any Collection Period (or portion thereof) occurring on or prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Payment Date following the Stated Maturity Date and the first Payment Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the Series 2004-1 Allocation Percentage of the Series Servicing Fee Percentages with respect Pool Balance (excluding the amount of Principal Receivables relating to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related SupplementNon-Serviced Participated Receivables) of such Series, in each case case, as of the last day of the prior second Collection Period preceding such Payment Date. The share of the Monthly PeriodServicing Fee allocable to the Series 2004-1 Noteholders with respect to any Payment Date (the "Noteholder Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the average amount of Principal Receivables during the prior Monthly Period. The share Invested Amount as of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion last day of the second Collection Period preceding such Payment Date; provided, however, that the Noteholder Monthly Servicing Fee with respect to any the first Payment Date will be $291,667. The remainder of the Monthly Period not so allocated to Servicing Fee for the Investor Certificates of a particular Series first Payment Date and each subsequent Payment Date shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and Certificateholders and, in no event shall the Trust, the Trustee Trust or the Investor Certificateholders of any Series 2004-1 Noteholders be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Certificateholders. The remainder of the Transferor Certificates (Servicing Fee shall be paid by the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 Certificateholders and the reasonable fees Noteholders of other Series and disbursements of independent public accountants and all other expenses incurred by the Servicer Series 2004-1 Noteholders shall in connection with its activities hereunder; provided, that the Servicer shall not no event be liable for any liabilities, costs or expenses the share of Servicing Fee to be paid by the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any Noteholders of other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Series. The Servicer Noteholder Monthly Servicing Fee shall be required payable to pay such expenses the Servicer solely to the extent amounts are available for its own account distribution in accordance with the terms of the Trust Sale and shall not be entitled to any payment therefor other than the Servicing FeeAgreement and Section 4.04(a) of this Series Supplement.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in The share of the immediately following paragraph, Servicing Fee allocable to the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) Collateral Certificateholder with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount any Distribution Date shall be equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate and (based upon b) (i) the Series Servicing Fee Percentage for each Series and Adjusted Invested Amount at the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as end of the last day of the prior Monthly Period) and Period second preceding such Distribution Date, minus (bii) the average amount product of Principal Receivables during the amount, if any, on deposit in the Special Funding Account at the end of the last day of the Monthly Period second preceding such Distribution Date and the Floating Allocation Percentage (as defined with respect to the Defaulted Amount) with respect to such Monthly Period (this amount, together with any such amounts unpaid from prior Distribution Dates, the “Monthly PeriodServicing Fee”); provided, however, that with respect to the first Distribution Date, the Monthly Servicing Fee shall be $ . The share remainder of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will for each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series Distribution Date shall be paid by from amounts allocable to the Holder of the Transferor Certificate on Certificate, holders of Participations or the Certificateholders of other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series Collateral Certificateholder be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by from amounts allocable to the Holders Holder of the Transferor Certificates (Certificate, holders of Participations or the “Transferor Servicing Fee”)Certificateholders of any other Series. The Servicer’s expenses include the amounts due Monthly Servicing Fee shall be payable to the Trustee Servicer on any Distribution Date solely to the extent amounts are available for distribution in respect thereof pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewithsubsection 4.6(a)(ii). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) commencing after the 1990 Trust Termination Date and occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multiplied by (c) the Series 1998-1 Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 1998-1 Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 1998-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1998-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to Section 4.04(a)(vi); and provided further that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder hereunder, and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a monthly servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01"SERVICING FEE"), payable monthly in arrears on each Payment Date in respect of each Payment Period (or portion thereof) during which any Note is outstanding. The Servicing Fee shall be payable solely as provided in SECTION 5.3. The Servicing Fee payable on each Payment Date shall be calculated as follows. At any time when Xxxxxx or any of its Affiliates is Servicer, the related Transfer Date, in an amount Servicing Fee for any Payment Period shall be equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series2.00%, in each case as of the last day of the prior Monthly Period) and multiplied by (b) the average aggregate Unpaid Balance of the Receivables as measured on the first Business Day of that Payment Period. If Xxxxxx ceases to be Servicer, the Servicing Fee for a Successor Servicer that is not a Xxxxxx Person shall be an amount equal to the greater of Principal (i) the amount calculated pursuant to the preceding sentence and (ii) an alternative amount specified by such Servicer not exceeding the sum of (x) 110% of the aggregate reasonable costs and expenses incurred by such Servicer during such Payment Period in connection with the performance of its obligations under this Agreement and the other Transaction Documents, and (y) the other costs and expenses that are to be paid out of the Servicing Fee, as described in the next sentence; PROVIDED that the amount provided for in CLAUSE (x) shall not exceed one-twelfth of 2.00% of the aggregate Unpaid Balance of the Receivables during as measured on the prior Monthly first Business Day of the Payment Period. The share fees, costs and expenses of Trustee, the Paying Agent, any authenticating agent, the Lockbox Banks, the Concentration Account Banks and the Transfer Agent and Registrar, and certain other costs and expenses payable from the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements other provisions of independent public accountants this Agreement, and all other fees and expenses incurred that are not expressly stated in this Agreement to be payable by the Servicer in connection with its activities hereunder; providedIssuer, that the Servicer shall not be liable for any liabilitiesother than Federal, costs or expenses of the Truststate, the Investor Certificateholders or the Certificate Owners arising under any tax lawlocal and foreign income and franchise taxes, including without limitation any federalif any, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer thereto, of Issuer, shall be required to pay such expenses for its own account paid out of the Servicing Fee and shall not be entitled to any payment therefor other than paid by Servicer from the funds that constitute the Servicing Fee.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder (excluding any activities set out in Clause 13 (UK Securitisation Regulation)) and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive from the Receivables Trustee (solely to the extent of payments received from the Beneficiaries and utilising Trust Property allocated with respect thereto as provided in this Deed and in any Trust Supplement) a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Date, in an amount calculated as being equal to one-twelfth of the sum of: (i) the product of of: (aA) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) each Trust Supplement in respect of such an Outstanding Series, in each case weighted by the proportion that the Investor Interest of such Trust Series bears to the Combined Aggregate Investor Interest as of the last day of the relevant Monthly Period (or, if TPF is Servicer, such other percentage as shall be agreed by the Servicer and the Receivables Trustee (with the prior written consent of each of the Beneficiaries) provided that the Servicer has confirmed in writing that, in its opinion, formed on the basis of due consideration, such proposed percentage will not result in a downgrade or withdrawal of its then current rating of any outstanding Associated Debt); and (B) the average daily aggregate Outstanding Face Amount of Principal Receivables comprised in the Trust Property during such Monthly Period; and (ii) any additional amount agreed from time to time between the Receivables Trustee and the Servicer. (b) the average amount of Principal Receivables during the prior Monthly Period. The share portion of the Servicing Fee allocable payable by the Receivables Trustee to the Servicer, with respect to each Monthly Period, in respect of which the Receivables Trustee is to be reimbursed from payments made by the Investor Certificates Beneficiaries in respect of a particular Trust Series or issuance of Related Debt (the Investor Servicing Fee Amount with respect to any Monthly Period such Trust Series or issuance of Related Debt) will each be determined in accordance with the relevant Trust Supplement. The relevant Investor Beneficiaries will pay the Investor Servicing Fee Amount to the Receivables Trustee, in respect of such Trust Series or issuance of Related Debt, as part of the consideration for the grant of the relevant Investor Interest. (c) The portion of the Servicing Fee with respect to any Monthly Period in respect of which the Receivables Trustee is not so allocated to be reimbursed from payments made by the relevant Investor Beneficiaries in respect of each Trust Series or issuance of Related Debt pursuant to the Investor Certificates of a particular Series related Trust Supplements (the Transferor Servicing Fee Amount) shall be paid to the Receivables Trustee by the Holder of Transferor Beneficiary from the Transferor Certificate Finance Charge Amount and Transferor Acquired Interchange Amount or Other Trust Property allocable to the Transferor Beneficiary on the related Transfer Date and in (or from any other property of the Transferor Beneficiary which may be available for such purpose). In no event shall the Receivables Trust, the Trustee Receivables Trustee, any Enhancement Provider or the Investor Certificateholders Beneficiaries in respect of any Trust Series or issuance of Related Debt be liable to the Servicer for the share of the Servicing Fee with respect to any Monthly Period in respect of which the Receivables Trustee is to be paid reimbursed from payments to be made by the Holders Transferor Beneficiary from Trust Property allocated to the Transferor Beneficiary provided, however, that the amount of Transferor Servicing Fee Amount in respect of which the Receivables Trustee is to be reimbursed by the Transferor Beneficiary pursuant to this paragraph (c) in any Monthly Period shall not exceed the aggregate amount of the Transferor Certificates (Finance Charge Amount and Transferor Acquired Interchange Amount or such Other Trust Property for such Monthly Period. The Transferor Beneficiary will pay the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due Fee Amount to the Receivables Trustee as part of the consideration for the grant of the Transferor Interest. (d) It is a condition of the Delamare Cards Receivables Trust (which by the execution of a Trust Supplement by a Beneficiary, such Beneficiary consents and confirms) that each Beneficiary of the Delamare Cards Receivables Trust undertakes to the Receivables Trustee for the benefit of itself and as trustee for each other Beneficiary that it will reimburse the Receivables Trustee for the share of the Servicing Fee payable by the Receivables Trustee to the Servicer pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.Clause 9.2(a) and

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) commencing after the 1990 Trust Termination Date and occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multipliedby (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multipliedby (c) the Series 1997-1 Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 1997-1 Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the ­Series 1997-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1997-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to Section 4.04(a)(vi); and providedfurther that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) commencing after the 1990 Trust Termination Date and occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multiplied by (c) the Series 1997-1 Allocation Percentage with respect to such Due Period; provided, however, that the Monthly Servicing Fee shall be zero with respect to each Due Period following the Fully Funded Date. The share of the Monthly Servicing Fee allocable to the Series 1997-1 Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 1997-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1997-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs Seller or expenses of the Trust, the Investor Certificateholders or of other Series. The Investor Servicing Fee shall be payable to the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties Servicer solely to the extent amounts are available for distribution in accordance with respect thereto or arising from a failure to comply therewith)the terms of this Series Supplement. The Servicer shall will be required permitted, in its sole discretion, to pay such expenses waive the Monthly Servicing Fee for its own account and shall not be entitled any Distribution Date by notice to any payment therefor other than the Servicing Fee.Master Trust Trustee on or before the related

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphhereunder, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated each Mortgage Loan and REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate (in accordance with the same terms of the related Mortgage Note as are applicable to the Investor Certificates accrual of a particular Series interest at the Mortgage Rate) and shall be paid by computed on the Holder basis of the Transferor Certificate on the related Transfer Date Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day months and, in no event shall the Trustconnection with any partial month interest payment, the Trustee or the Investor Certificateholders of any Series be liable for the share of the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Monthly Period Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be paid payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”Section 3.05(a). The Servicer’s expenses include Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the amounts due case of an REO Loan) allocable as recoveries of interest, to the Trustee extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement. The Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 11.05 3.04(a), additional servicing compensation in the form of 100% of all assumption application fees on the Mortgage Loans that are not Specially Serviced Mortgage Loans and the reasonable 50% of all assumption and modification fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; on Mortgage Loans that are not Specially Serviced Mortgage Loans (provided, that the Servicer shall be entitled to 100% of all modification fees with respect to the modifications described in Section 3.08(f)) to the extent that such fees are paid by the Mortgagor on Mortgage Loans that are not Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid. In addition, the Servicer shall be entitled to retain as additional servicing compensation any charges for processing borrower requests, beneficiary statements or demands and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be liable for any liabilitiesrequired to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). The Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges received on the Mortgage Loans and accrued during such time as such Mortgage Loan was not a Specially Serviced Mortgage Loan, costs but only to the extent actually paid by the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) and all unpaid Advances and additional Trust Fund expenses payable during the preceding 12-month period have been paid; (ii) interest or expenses other income earned on deposits relating to the Trust Fund in the Certificate Account and the Distribution Accounts in accordance with Section 3.06(b) (but only to the extent of the TrustNet Investment Earnings, if any, with respect to each such account for each period from any Distribution Date to the Investor Certificateholders immediately succeeding P&I Advance Date) and (iii) interest earned on deposits in the Servicing Account which are not required by applicable law or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure related Mortgage Loan to comply therewith)be paid to the Mortgagor. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses for its own account are not payable directly out of the Certificate Account, and the Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate (in accordance with the same terms of the related Mortgage Note as are applicable to the accrual of interest at the Mortgage Rate) and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan and a 360-day year consisting of 30-day months and, in connection with any partial month interest payment, for the same period respecting which any related interest payment therefor due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, to the extent permitted by Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer's responsibilities and obligations under this Agreement. Additional servicing compensation in the form of 100% of all assumption application fees, assumption fees and modification fees received on Specially Serviced Mortgage Loans and 50% of all assumption and modification fees received on any Mortgage Loan to the extent not required to be paid to the Servicer pursuant to Section 3.11(a), but only to the extent actually collected from the related Mortgagor and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including those payable to the Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid to the Special Servicer by the Servicer and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided, that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable with respect to Mortgage Loans that became Corrected Mortgage Loans prior to the time of that termination or resignation. The successor special servicer will not be entitled to any portion of such Workout Fees. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan as to which the Special Servicer receives any Liquidation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with the repurchase of any Mortgage Loan by the Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation, the purchase of any Specially Serviced Mortgage Loan by the Directing Certificateholder pursuant to Section 3.18(b), the Servicer or the Special Servicer or the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust Fund pursuant to Section 9.01. If, however, Liquidation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. The Special Servicer will also be entitled to additional fees in the form of Penalty Charges on Specially Serviced Mortgage Loans which accrued during such time as such Mortgage Loan was a Specially Serviced Mortgage Loan, but only to the extent actually collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) and all unpaid Advances and additional Trust Fund expenses payable during the preceding 12-month period have been paid. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Certificate Account or the REO Account or as a Servicing FeeAdvance, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (c) In determining the compensation of the Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Servicer or the Trustee for interest on Advances on such Mortgage Loan due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously paid to the Servicer or the Trustee pursuant to Section 3.05(vi) hereof and (iii) the Trust Fund for all unpaid Advances and additional Trust Fund expenses incurred during the prior 12 months and any Penalty Charges remaining thereafter shall be distributed pro rata to the Servicer and the Special Servicer based upon the amount of Penalty Charges the Servicer or the Special Servicer would otherwise have been entitled to receive during such period without any such application.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) commencing after the 1990 Trust Termination Date and occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multiplied by (c) the Series 1995-1 Allocation Percentage with respect to such Due Period; provided, however, that the Monthly Servicing Fee shall be zero with respect to each Due Period following the Fully Funded Date. The share of the Monthly Servicing Fee allocable to the Series 1995-1 Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 1995-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1995-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to Section 4.04(a)(vi); and provided further that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with Fee in respect to of each Monthly Period prior to the termination of the Trust pursuant to Section 12.0112.1, payable monthly in arrears on the each related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (Distribution Date or on such other amount date as may be specified and in the manner specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant applicable Supplement. The portion of the Servicing Fee allocable to each Series with respect to any a Monthly Period not so allocated shall be the amount with respect to such Series specified in clause (a) of the Investor Certificates definition of a particular Series Servicing Fee. The remainder of the Servicing Fee shall be the amount specified in clause (b) of such definition and shall be paid by the Holder of Transferor, or retained by the Transferor Certificate on the related Transfer Date Servicer as provided in Article IV, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider, or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferor; provided, to the extent that any portion of the Transferor Certificates (Interest is subordinated for the “Transferor benefit of a Series pursuant to the related Supplement, the Servicing Fee”)Fee allocable to such subordinated portion may be combined and paid in conjunction with the Servicing Fee allocable to such Series if so provided in such Supplement. The Servicer’s expenses Servicer shall be responsible for its own expenses, which shall include the amounts due to the Trustee pursuant to Section 11.05 11.5 (but only for so long as BTFC shall be the Servicer) and the reasonable fees and disbursements of independent public accountants Independent Public Accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. In the event that BTFC or any Successor Servicer (other than a Back-Up Servicer), while the Servicer, fails to pay any amounts due to the Trustee pursuant to Section 11.5, the Trustee shall be entitled to deduct and receive such amounts from the Servicing Fee prior to the payment thereof to the Servicer (but only for so long as BTFC or any Successor Servicer other than a Back-Up Servicer shall be the Servicer), and the obligation of the Trust to pay any such amounts to the Servicer shall thereby be fully satisfied.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multiplied by (c) the Series 2000-1 Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 2000-1 Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2000-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 2000-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to Section 4.04(a)(viii); and provided 19 further that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. Section 26.1. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphSection 26.2, the Servicer shall be entitled to receive from the Lessor a monthly servicing fee (the “"Monthly Servicing Fee”) with respect to "), payable in arrears on each Monthly Period Payment Date prior to the termination of this Lease, the Trust pursuant to Section 12.01, payable monthly on Indenture and the related Transfer Date, Master Collateral Agency Agreement in an amount equal to the sum of the monthly servicing fees for all Series of Notes. Except as otherwise specified in the related Supplement, the Monthly Servicing Fee for each Series of Notes (each, a "Series Monthly Servicing Fee") on each Payment Date shall be equal to (i) the portion of the Supplemental Servicing Fee allocated to such Series of Notes pursuant to the related Supplement, plus (ii) one-twelfth of the product of (aA) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and (B) the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case Series as of the last day preceding Payment Date (after giving effect to any payments of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodprincipal on such date). The share of the Series Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will for each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by to the Holder of Servicer pursuant to the Transferor Certificate on procedures set forth in the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates applicable Supplement. The supplemental servicing fee (the “Transferor "Supplemental Servicing Fee”)") for any period shall be equal to all Carrying Charges comprising payments due from the Servicer under Section 26.2 hereof. Section 26.2. The Servicer’s 's expenses include include, and the Servicer agrees to pay, the amounts due to the Trustee pursuant to Section 11.05 and 10.5 of the Indenture, plus the reasonable fees and disbursements of independent public accountants in connection with reports furnished pursuant to Sections 24.6(i). (ii), (x) and (xi), plus all other fees, expenses and indemnities incurred by the Servicer or the Lessor in connection with its the Servicer's activities hereunder; providedhereunder or under the Related Documents. The Servicer, that the Servicer however, shall not be liable for any liabilities, costs or expenses of the TrustLessor, the Investor Certificateholders Trustee or the Certificate Owners Noteholders arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Lease or of the Related Documents; provided, however, the foregoing provisions of this sentence shall not affect the indemnification obligations of the Lessee under Section 15 of the Lease. The In the event that the Servicer shall be required fails to pay such expenses for its own account and shall not any amount due to the Trustee pursuant to Section 10.5 of the Base Indenture, the Trustee will be entitled to any receive such amounts due from the Monthly Servicing Fee prior to payment therefor other than thereof to the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Master Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (i) the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee"), (ii) the Enhancement Investor Amount, if any, of a particular Series with respect to any Monthly Period, (iii) the Transferor's Interest and (iv) the Seller's Interest, if any, with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so specifically allocated to the Certificateholders' Interest, the Seller's Interest, the Transferor's Interest or the Enhancement Investor Certificates Amount, if any, of a particular Series shall be paid by the Holder Holders of the Transferor Certificate Certificates on the related Transfer Distribution Date and in no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeCertificates.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphhereunder, the Master Servicer shall be entitled to receive a servicing fee (the “Master Servicing Fee”) Fee with respect to each Monthly Period Mortgage Loan (including each Specially Serviced Mortgage Loan) and each REO Loan. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or an REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days). The Master Servicing Fee with respect to any Mortgage Loan or any REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid Master Servicing Fees shall be payable monthly on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or any REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. (b) Additional servicing compensation in the form of: (i) one hundred percent of all late payment charges, application fees, consent fees and defeasance fees paid by the related Mortgagor, Penalty Interest, modification fees for Mortgage Loan modifications made by the Master Servicer pursuant to Section 3.20(i), charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees (excluding Prepayment Premiums or Yield Maintenance Charges), in each case to the extent actually paid by a Mortgagor with respect to a Mortgage Loan and accrued during the time that such Mortgage Loan was not a Specially Serviced Mortgage Loan, and (ii) ____ percent (__%) of any assumption fee to the extent actually paid by a Mortgagor with respect to any Mortgage Loan that is not a Specially Serviced Mortgage Loan, may be retained by the Master Servicer and are not required to be deposited in the Certificate Account; provided that the Master Servicer's right to receive late payment charges and Penalty Interest pursuant to clause (i) above shall be limited to the portion of such items that have not been applied to pay interest on Advances or Additional Trust Fund Expenses as provided in Sections 3.03(d) and 4.03(d). Penalty Interest or late payment charges in respect of any Mortgage Loan which has accrued during the period when the related Mortgage Loan is not a Specially Serviced Mortgage Loan shall be additional compensation to the Master Servicer even if collected during the period when the related Mortgage Loan is a Specially Serviced Mortgaged Loan, provided that Penalty Interest and late payment charges collected during the period such Mortgage Loan is a Specially Serviced Mortgage Loan shall be divided between the Master Servicer and the Special Servicer pro rata based on the amounts which such Penalty Interest and late payment charges accrued and owing to the Master Servicer and the Special Servicer. The Master Servicer shall also be entitled to additional servicing compensation in the form of (i) Prepayment Interest Excesses (after deduction of the amounts required to be deposited by the Master Servicer in the Certificate Account for the related Distribution Date pursuant to Section 3.19(a) in connection with Prepayment Interest Shortfalls); (ii) interest or other income earned on deposits in the Certificate Account and the Interest Reserve Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each Collection Period), and (iii) to the extent not required to be paid to any Mortgagor under applicable law or the terms of the related Mortgage Loan, any interest or other income earned on deposits in the Reserve Accounts and Servicing Accounts maintained thereby. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. The Master Servicer shall not waive or agree to any discount of any portion of assumption fees to which the Special Servicer is entitled. (c) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue at the Special Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days). The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account pursuant to Section 3.05(a). As further compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and shall be calculated by application of the Workout Fee Rate to, each collection of interest (other than Additional Interest and Penalty Interest) and principal received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan (net of any portion of such collection payable or reimbursable to the Master Servicer, the Trustee or the Fiscal Agent for any related unpaid or unreimbursed Master Servicing Fees and/or Advances) received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if a Servicing Transfer Event occurs with respect thereto or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee would become payable if and when such Mortgage Loan again became a Corrected Mortgage Loan. If the Special Servicer is terminated or resigns, it will retain the right to receive any and all Workout Fees payable with respect to any Specially Serviced Mortgage Loan that became a Corrected Mortgage Loan during the period that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of its termination or resignation or if the Special Servicer resolved the circumstances and/or conditions (including by way of a modification of the related Mortgage Loan documents) causing the Mortgage Loan to be a Specially Serviced Loan, but the Mortgage Loan had not as of the time the Special Servicer is terminated or resigns become a Corrected Mortgage Loan because the related borrower had not made three consecutive monthly debt service payments (but had made the most recent monthly debt service payment prior to the termination of the Trust pursuant Special Servicer) and subsequently becomes a Corrected Mortgage Loan as a result of making such three consecutive payments. The successor Special Servicer will not be entitled to Section 12.01any portion of those Workout Fees. In addition, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Specially Serviced Mortgage Loan and REO Loan (based upon or Qualified Substitute Mortgage Loan substituted in lieu thereof), the Series Special Servicer shall be entitled to the Principal Recovery Fee payable out of, and calculated by application of the Principal Recovery Fee Rate to, all amounts (whether in the form of payments of Liquidation Proceeds or REO Revenues) received in respect of such Mortgage Loan (or, in the case of an REO Loan, in respect of the related REO Property) and allocable as a recovery of principal, interest (other than Additional Interest and Penalty Interest) and expenses in accordance with Section 3.02(b) or the definition of "REO Loan", as applicable; provided that no Principal Recovery Fee shall be payable in connection with, or out of (i) Insurance Proceeds and (ii) Liquidation Proceeds resulting from receipt of condemnation proceeds or the purchase of any Mortgage Loan or REO Property by a Mortgage Loan Seller pursuant to the Xxxxxxx Mortgage Loan Purchase Agreement or the [Seller] Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder or the Special Servicer pursuant to Section 3.18(c), Section 3.18(e), Section 3.18(h) or Section 3.18(m) or by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 9.01; and provided further that no Principal Recovery Fee shall be payable (i) in connection with a Periodic Payment received in connection with such Mortgage Loan or (ii) to the extent a Workout Fee is payable concerning the Liquidation Proceeds. The Special Servicer's right to receive the Special Servicing Fee, the Workout Fee Percentage for each Series and the Investor Interest Principal Recovery Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer's responsibilities and obligations under Sections 6.02, 6.04 and 6.09. (or such other amount as specified d) Additional servicing compensation in the form of: (i) all late payment charges, Penalty Interest and assumption application fees received on or with respect to Specially Serviced Mortgage Loans actually collected that accrued during the time that the related SupplementMortgage Loan was a Specially Serviced Mortgage Loan, subject to Section 3.11(b), (ii) ______ percent (___%) of such Seriesany assumption fee to the extent actually paid by a Mortgagor with respect to any Specially Serviced Mortgage Loan and _____ percent (__%) of any assumption fee to the extent actually paid by a Mortgagor with respect to any non-Specially Serviced Mortgage Loan, and (iii) modification fees collected on all Mortgage Loans (other than modifications made by the Master Servicer pursuant to Section 3.20(i)), in each case as to the extent actually paid by the related Mortgagor, shall be retained by the Special Servicer or promptly paid to the Special Servicer by the Master Servicer and shall not be required to be deposited in the Certificate Account, provided that the Special Servicer's right to receive late payment charges and Penalty Interest pursuant to clause (i) above shall be limited to the portion of such items that have not been applied to pay interest on Advances or Additional Trust Fund Expenses and property inspection costs in respect of the last day related Mortgage Loan as provided in Sections 3.03(d), 3.12(a) and 4.03(d). The Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) interest or other income earned on deposits in the REO Account, if established, in accordance with Section 3.06(b) (but only to the extent of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series Net Investment Earnings, if any, with respect to any Monthly Period will the REO Account for each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated Collection Period); and (ii) to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period extent not required to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising Mortgagor under any tax applicable law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)other income earned on deposits in the Servicing Accounts maintained by the Special Servicer. The Special Servicer shall be required to pay such expenses for out of its own account funds all general and administrative expenses incurred by it in connection with its servicing activities hereunder, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in Section 3.05(a) if and to the extent such expenses are not payable directly out of the Certificate Account or the REO Account. The Special Servicer shall not waive or agree to any payment therefor other than discount of any portion of assumption fees to which the Servicing FeeMaster Servicer is entitled.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “---------------------- "Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multiplied by (c) the Series 2000-VFC Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 2000-VFC Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2000-VFC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 2000-VFC Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to Section 4.04(a)(vi); and provided further that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Invested Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (i) the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") and (ii) the Enhancement Invested Amount, if any, of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Certificateholders' Interest or the Enhancement Invested Amount, if any, of a particular Series shall be paid by the Holder of the Transferor Seller Certificate on the related Transfer Distribution Date and in no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Holder of the Transferor Certificates (the “Transferor Servicing Fee”)Seller Certificate. The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedRepresentations, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.Warranties and

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee in respect of any Collection Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.0112.1 (the "Monthly Servicing Fee"), payable monthly in arrears on the related Transfer Date, each Distribution Date in an amount equal to the sum of, with respect to all Series then outstanding, one-twelfth of the product of (a) the weighted average of the Series applicable Servicing Fee Percentages with respect to each outstanding Series (based upon and the Series Servicing Fee Percentage for sum of an allocable portion of the Transferor Amount and the Invested Amount of each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly second preceding Collection Period. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificates Certificateholders with respect to any Collection Period (or portion thereof) shall be equal to one-twelfth (1/12) of a particular the product of (A) the Servicing Fee Percentage for such Series and (B) the sum of an allocable portion of the amount of the Transferor Interest and the aggregate invested amount with respect to any such Series with respect to any the related Collection Period (the "Investor Monthly Period will each Servicing Fee") and shall be determined in accordance with paid to the relevant Servicer pursuant to the applicable Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferor. In the case of the Transferor Certificates (first Collection Period, the “Transferor Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the Cut-Off Date. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder, and include, without limitation, all other fees and expenses of the Trust provided for in Section 8.4 hereof; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Agreement. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series 1997-1 Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 1997-1 Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 1997-1 Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to one-twelfth of the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 1997-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1997-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts due are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and 4.10(b); provided further that, to the reasonable fees and disbursements extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of independent public accountants and all other expenses incurred the Monthly Servicing Fee to be paid by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series 1996-1 Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 1996-1 Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 1996-1 Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to one-twelfth of the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 1996-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1996-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts due are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and 4.10(b); provided further that, to the reasonable fees and disbursements extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of independent public accountants and all other expenses incurred the Monthly Servicing Fee to be paid by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphhereunder, the Master Servicer shall be entitled to receive a servicing fee (the “Master Servicing Fee”) Fee with respect to each Monthly Period prior Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO Loan. As to each such Mortgage Loan and REO Loan, the termination of Master Servicing Fee shall accrue at the Trust pursuant to Section 12.01, payable monthly related Master Servicing Fee Rate and on the same principal amount respecting which the related Transfer Dateinterest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in an amount equal to one-twelfth the event of the product of (a) the weighted average of the Series Servicing Fee Percentages a Principal Prepayment in full or other Liquidation Event with respect to each outstanding Series (based upon a Mortgage Loan or REO Loan, on the Series Servicing Fee Percentage for each Series basis of the actual number of days to elapse from and the Investor Interest (or such other amount as specified in including the related Supplement) Due Date to but excluding the date of such Series, Principal Prepayment or Liquidation Event in each case as a month consisting of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period30 days). The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Master Servicing Fee with respect to any Monthly Period not so allocated Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid Master Servicing Fees shall be payable monthly (or, with respect to any Semi-Annual Mortgage Loan, semi-annually), on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the Investor Certificates extent permitted by Section 3.05(a)(iii). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. (b) Additional servicing compensation in the form of (i) late charges, Penalty Interest, assumption application fees, modification fees for Mortgage Loan modifications made pursuant to Section 3.20(i), charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees (excluding Prepayment Premiums or Yield Maintenance Charges), in each case to the extent actually paid by a Mortgagor with respect to a Mortgage Loan and accrued during the time that such Mortgage Loan was not a Specially Serviced Mortgage Loan, and (ii) fifty percent (50%) of any assumption fee to the extent actually paid by a Mortgagor with respect to any Mortgage Loan may be retained by the Master Servicer and are not required to be deposited in the Certificate Account provided that the Master Servicer's right to receive late payment charges and Penalty Interest pursuant to clause (i) above shall be limited to the portion of such items that have not been applied to pay interest on Advances in respect of the related Mortgage Loan as provided in Sections 3.03(d) and 4.03(d). The Master Servicer shall also be entitled to additional servicing compensation in the form of (i) Prepayment Interest Excesses; (ii) interest or other income earned on deposits in the Certificate Account, the Interest Reserve Account and the Distribution Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each Collection Period), and (iii) to the extent not required to be paid to any Mortgagor under applicable law or the terms of the related Mortgage Loan, any interest or other income earned on deposits in the Reserve Accounts and Servicing Accounts maintained thereby. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (c) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a particular Series shall be paid by 360-day year consisting of twelve 30-day months (or, in the Holder event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the Transferor Certificate on actual number of days to elapse from and including the related Transfer Due Date and to but excluding the date of such Principal Prepayment or Liquidation Event in no event shall the Trust, the Trustee or the Investor Certificateholders a month consisting of any Series be liable for the share of the 30 days). The Special Servicing Fee with respect to any Monthly Period Specially Serviced Mortgage Loan or REO Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account pursuant to Section 3.05(a). In addition, with respect to each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and REO Loan (or Qualified Substitution Mortgage Loan substituted in lieu thereof), the Special Servicer shall be entitled to the Principal Recovery Fee payable out of, and equal to 1.0% of, all amounts (whether in the form of payments, Insurance Proceeds, Liquidation Proceeds or REO Revenues) received in respect of such Mortgage Loan (or, in the case of an REO Loan, in respect of the related REO Property) and allocable as a recovery of principal in accordance with Section 3.02(b) or the definition of "REO Loan", as applicable; provided that no Principal Recovery Fee shall be payable in connection with, or out of Liquidation Proceeds resulting from, the purchase of any Mortgage Loan or REO Property by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder pursuant to Section 3.18(b), by the Master Servicer or the Special Servicer pursuant to Section 3.18(c) or by the Depositor, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 9.01. The Special Servicer's right to receive the Special Servicing Fee and the Principal Recovery Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer's responsibilities and obligations under Sections 6.02, 6.04 and 6.09. (d) Additional servicing compensation in the form of (i) late charges and Penalty Interest received on or with respect to Specially Serviced Mortgage Loans actually collected that accrued with respect of such Specially Serviced Loan (in which case the Special Servicer shall remit such amounts to the Master Servicer) and any recoveries of Advances previously made by the Master Servicer to the extent such Advances were paid out of late charges and Penalty Interest collected in respect of Specially Serviced Mortgage Loans, (ii) fifty percent (50%) of assumption fees collected on all Mortgage Loans and (iii) modification fees collected on all Mortgage Loans (other than modifications made by the Master Servicer pursuant to Section 3.20(i)), in each case to the extent actually paid by the related Mortgagor, shall be retained by the Special Servicer or promptly paid to the Special Servicer by the Master Servicer and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a) provided that the Special Servicer's right to receive late payment charges, Penalty Interest and any recoveries of Advances that were previously made or reimbursed out of late charges and Penalty Interest collected in respect of Specially Serviced Mortgage Loans or recoveries on Advances pursuant to clause (i) above shall be limited to the portion of such items that have not been applied to make or reimburse Advances pursuant to the second paragraph of this Section 3.11(d) or interest on Advances pursuant to Section 3.03(d) or Section 4.03(d). The Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) interest or other income earned on deposits in the REO Account, if established, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the REO Account for each Collection Period); and (ii) to the extent not required to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising Mortgagor under any tax applicable law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)other income earned on deposits in the Servicing Accounts maintained by the Special Servicer. The Special Servicer shall be required to pay such expenses for out of its own account funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket policy obtained by it insuring against hazard losses pursuant to Section 3.07(b)), and the Special Servicer shall not be entitled to reimbursement therefor as expressly provided in Section 3.05(a) if and to the extent such expenses are not payable directly out of the Certificate Account or the REO Account. The Master Servicer shall apply (i) all late charges and Penalty Interest otherwise owed to the Special Servicer during each Collection Period pursuant to Section 3.11(d) and (ii) all recoveries during each Collection Period of Advances previously made by the Master Servicer to the extent made or reimbursed out of late charges and Penalty Interest or previous recoveries of Advances pursuant to this Section 3.11(d) otherwise owed to the Special Servicer pursuant to this Section 3.11(d), to make (or to the extent already made during such Collection Period, reimburse itself for) any payment therefor other than the Servicing FeeAdvances or P&I Advances made during or in respect of such Collection Period.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth one‑twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (the "Investor Servicing Fee") of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate directly to the Servicer on the related Transfer Date Date, and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Holder of the Transferor Certificates (the “"Transferor Servicing Fee”"). The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of the Servicer's independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Invested Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") will each be determined in accordance with the relevant Supplement. For any Monthly Period, the portion of the Monthly Servicing Fee with respect to any Series payable from Interchange shall be an amount equal to the portion of collections of Finance Charge Receivables allocated to the Certificateholders' Interest of such Series with respect to such Monthly Period that is attributable to Interchange (the "Servicer Interchange"); provided, however, that Servicer Interchange for a Monthly Period may not exceed one-twelfth of the product of the Series Adjusted Investor Amount, as of the last day of such Monthly Period and the percentage specified in the related Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Certificateholders' Interest of a any particular Series shall be paid by the Holder Holders of the Transferor Certificate Certificates on the related Transfer Distribution Date and in no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeCertificates.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% MULTIPLIED BY (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and MULTIPLIED BY (c) the Series 2003-1 Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 2003-1 Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2003-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 2003-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; providedPROVIDED, HOWEVER, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; PROVIDED, HOWEVER, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to SECTION 4.04(a)(viii); and PROVIDED FURTHER that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with in respect to of each Monthly Period day prior to the termination of Final Trust Termination Date (the Trust pursuant to Section 12.01"Servicing Fee"), payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (ai) one-twelfth, (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and (iii) the Investor Interest (or such other amount as specified in Unpaid Balances of the related Supplement) of such Series, in each case Receivables as of the last first day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly immediately preceding Settlement Period. The share of the Servicing Fee allocable to Investor Certificates of a particular each Series with respect to any Monthly Period will each date of payment shall be determined in accordance with equal to the relevant Supplement. The portion product of (i) the Servicing Fee with respect and (ii) the fraction where the numerator is the Invested Amount for the Series and the denominator is the Aggregate Invested Amount as of the first day of the immediately preceding Settlement Period. Any Servicing Fees shall be payable to the Servicer solely pursuant to the terms of, and to the extent amounts are available for payment as provided in, the Supplement relating to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Series. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 and 11.5, the reasonable fees and disbursements of independent public accountants and accountants, all other expenses incurred by the Servicer in connection with its activities hereunder, and all other fees and expenses of the Trust not expressly stated herein to be for the account of the Certificateholders; provided, provided that in no event shall the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (tax, or any interest or penalties with respect thereto thereto, assessed on the Trust, the Trustee or arising the Certificateholders except as expressly provided herein. In the event that the Servicer fails to pay the amounts due to the Trustee pursuant to Section 11.5, the Trustee shall be entitled to deduct and receive such amounts from a failure the Servicing Fee, prior to comply therewith)the payment thereof to the Servicer. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment or reimbursement therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee in respect of any Due Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.0112.01 (the "Monthly Servicing Fee"), payable monthly in arrears on the related Transfer Date, each Distribution Date in an amount equal to the sum of, with respect to all Series then outstanding, one-twelfth of the product of the applicable Servicing Fee Percentages and the sum of an allocable portion of the Transferor Amount and the Invested Amount of each Series each as of the last day of the second preceding Due Period. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificateholders with respect to any Due Period (or portion thereof) shall be equal to one-twelfth of the product of (aA) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and (B) the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case as Series (after subtracting from the Invested Amount the aggregate amount of any deposits previously made into any principal funding account) on the last day of the prior Monthly Period) and second preceding Due Period (b) or, in the average amount of Principal Receivables during the prior Monthly Period. The share case of the Servicing Fee allocable to Investor Certificates of a particular Series first Distribution Date, the Initial Invested Amount) with respect to any such Series, the "Investor Monthly Period will each Servicing Fee") and shall be determined in accordance with paid to the relevant Servicer pursuant to the applicable Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferors. In the case of the Transferor Certificates (first Due Period, the “Transferor Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the Cut-Off Date. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder, and include, without limitation, all other fees and expenses of the Trust provided for in Section 8.04 hereof; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners owners arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Agreement. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphhereunder, the Master Servicer shall be entitled to receive a servicing fee (the “Master Servicing Fee”) Fee with respect to each Monthly Period prior Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO Loan. As to each such Mortgage Loan and REO Loan, the termination of Master Servicing Fee shall accrue at the Trust pursuant to Section 12.01, payable monthly related Master Servicing Fee Rate and on the same principal amount respecting which the related Transfer Dateinterest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in an amount equal to one-twelfth the event of the product of (a) the weighted average of the Series Servicing Fee Percentages a Principal Prepayment in full or other Liquidation Event with respect to each outstanding Series (based upon a Mortgage Loan or REO Loan, on the Series Servicing Fee Percentage for each Series basis of the actual number of days to elapse from and the Investor Interest (or such other amount as specified in including the related Supplement) Due Date to but excluding the date of such Series, Principal Prepayment or Liquidation Event in each case as a month consisting of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period30 days). The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Master Servicing Fee with respect to any Monthly Period not so allocated Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the Investor Certificates extent permitted by Section 3.05(a)(iii). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. (b) Additional servicing compensation in the form of (i) late charges, Penalty Interest, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees (excluding Prepayment Premiums or Yield Maintenance Charges), in each case to the extent actually paid by a Mortgagor with respect to a Mortgage Loan that is not a Specially Serviced Mortgage Loan, and (ii) fifty percent (50%) of any assumption fee to the extent actually paid by a Mortgagor with respect to any Mortgage Loan, may be retained by the Master Servicer and are not required to be deposited in the Certificate Account. The Master Servicer shall also be entitled to additional servicing compensation in the form of (i) Prepayment Interest Excesses (but only insofar as the aggregate of such Prepayment Interest Excesses collected during any Collection Period exceeds the aggregate amount of Prepayment Interest Shortfalls incurred during such Collection Period); (ii) interest or other income earned on deposits in the Reserve Accounts, the Servicing Accounts, the Certificate Account and the Distribution Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each Collection Period), and (iii) to the extent not required to be paid to any Mortgagor under applicable law, any interest or other income earned on deposits in the Servicing Accounts maintained thereby. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (c) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a particular Series shall be paid by 360-day year consisting of twelve 30-day months (or, in the Holder event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the Transferor Certificate on actual number of days to elapse from and including the related Transfer Due Date and to but excluding the date of such Principal Prepayment or Liquidation Event in no event shall the Trust, the Trustee or the Investor Certificateholders a month consisting of any Series be liable for the share of the 30 days). The Special Servicing Fee with respect to any Monthly Period Specially Serviced Mortgage Loan or REO Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account pursuant to Section 3.05(a). In addition, with respect to each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and REO Loan, the Special Servicer shall be entitled to the Principal Recovery Fee payable out of, and equal to 0.25% of, all amounts (whether in the form of payments, Insurance Proceeds, Liquidation Proceeds or REO Revenues) received in respect of such Mortgage Loan (or, in the case of an REO Loan, in respect of the related REO Property) and allocable as a recovery of principal in accordance with Section 3.02(b) or the definition of "REO Loan", as applicable; provided that no Principal Recovery Fee shall be payable in connection with, or out of Liquidation Proceeds resulting from, the purchase of any Mortgage Loan or REO Property by the applicable Mortgage Loan Seller pursuant to the respective Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder pursuant to Section 3.18(b), by the Master Servicer or the Special Servicer pursuant to Section 3.18(c) or by the Depositor, the Master Servicer, Xxxxxx Brothers Inc., the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 9.01; provided further that if any Person is acting as Special Servicer at such time as any Specially Serviced Mortgage Loan became a Corrected Mortgage Loan and such Person is subsequently terminated as Special Servicer hereunder, and if such Corrected Mortgage Loan was still a Corrected Mortgage Loan at the time of such termination, then such Person shall, following such termination, continue to be entitled to all Principal Recovery Fees payable in respect to such Corrected Mortgage Loan, and no successor Special Servicer shall be entitled to any Principal Recovery Fees payable in respect thereof, in either case unless and until such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan or becomes an REO Loan; and provided further that if any Person is terminated as Special Servicer hereunder while the sale of any Specially Serviced Mortgage Loan or REO Property is pending, then (subject to the second preceding proviso) such Person shall be entitled to all, and the successor Special Servicer shall be entitled to none, of the Principal Recovery Fee payable in connection with the receipt of the Liquidation Proceeds derived from such sale. As compensation for its activities set forth in Section 3.12, the Special Servicer shall be entitled to receive the Additional Servicing Fee with respect to each Mortgage Loan and REO Loan. As to each such Mortgage Loan and REO Loan, the Additional Servicing Fee, shall accrue at the Additional Servicing Fee Rate on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days). The Additional Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid Additional Servicing Fees shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Special Servicer shall be entitled to recover unpaid Additional Servicing Fees, in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iv). The Special Servicer's right to receive the Special Servicing Fee, the Additional Servicing Fee and the Principal Recovery Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer's responsibilities and obligations under Sections 6.02, 6.04 and 6.09. (d) Additional servicing compensation in the form of (i) late charges received on or with respect to Specially Serviced Mortgage Loans, (ii) fifty percent (50%) of assumption fees collected on all Mortgage Loans and (iii) one hundred percent (100%) of modification fees collected on all Mortgage Loans, in each case to the extent actually paid by the related Mortgagor, shall be retained by the Special Servicer or promptly paid to the Special Servicer by the Master Servicer and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). The Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) interest or other income earned on deposits in the REO Account, if established, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the REO Account for each Collection Period); and (ii) to the extent not required to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising Mortgagor under any tax applicable law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)other income earned on deposits in the Servicing Accounts maintained by the Special Servicer. The Special Servicer shall be required to pay such expenses for out of its own account funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket policy obtained by it insuring against hazard losses pursuant to Section 3.07(b)), and the Special Servicer shall not be entitled to any payment reimbursement therefor other than as expressly provided in Section 3.05(a) if and to the Servicing Feeextent such expenses are not payable directly out of the Certificate Account or the REO Account.

Servicing Compensation. As full compensation for its ---------------------- servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee in respect of any calendar month (the “Servicing Fee”or portion thereof) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.0112.01 of the Agreement (the "Servicing Fee"), payable monthly in arrears on the related Transfer each Distribution Date, in an amount equal to the sum of, with respect to all Series, one-twelfth of the product of (a) the weighted average of the Series applicable Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor sum of an allocable portion of the amount of the Seller Interest (or such other amount as specified in and the related Supplement) of such Series, in each case applicable Invested Amount as of the last day Record Date for such Distribution Date (or, in the case of the prior Monthly Period) and (b) first Distribution Date, the average amount of Principal Receivables during on the prior Monthly PeriodCut-Off Date). The share of the Servicing Fee allocable to each Series of Investor Certificates of a particular Series Certificateholders with respect to any Distribution Date shall be equal to one- twelfth of the product of (A) related Servicing Fee Percentage and (B) the Invested Amount of such Series on the prior Distribution Date after giving effect to any payment of principal on such prior Distribution Date (or, in the case of the first Distribution Date, the Initial Invested Amount) (with respect to any such Series, "Monthly Period will each be determined in accordance with the relevant SupplementServicing Fee"). The portion remainder of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Exchangeable Seller's Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Holder of the Transferor Certificates (Exchangeable Seller's Certificate. Any Monthly Servicing Fees shall be payable to the “Transferor Servicing Fee”)Servicer solely pursuant to the term of, and to the extent amounts are available for payment under, Article IV. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 of the Agreement and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder, and including all other fees and expenses of the Trust not expressly stated herein to be for the account of the Certificateholders; provided, provided that in no event shall the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (tax, or any interest or penalties with respect thereto thereto, assessed on the Trust, the Trustee or arising the Certificateholders except as expressly provided herein. So long as First USA is acting as Servicer hereunder, in the event that the Servicer fails to pay the amounts due to the Trustee pursuant to Section 11.05 of the Agreement, the Trustee shall be entitled to receive such amounts from a failure the Servicing Fee, prior to comply therewith)the payment thereof to the Servicer. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Series Invested Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (i) the Certificateholders’ Interest of a particular Series with respect to any Monthly Period (the “Monthly Servicing Fee”) and (ii) the Enhancement Invested Amount, if any, of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The share of the Servicing Fee allocable to any Participation with respect to any Monthly Period will be determined in accordance with the applicable Participation Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Certificateholders’ Interest or the Enhancement Invested Amount, if any, of a particular Series or any Participation shall be paid by from amounts allocable to the Holder of the Transferor Certificate on the related Transfer Date and in Distribution Date. In no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders of any Series Series, the holder of any Participation or any Enhancement Provider be directly liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by from amounts allocable to the Holders Holder of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeCertificate.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate directly to the Servicer on the related Transfer Date Date, and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Holder of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of the Servicer’s independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. Section 26.1. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphSection 26.2, the each Servicer shall be entitled to receive from the Lessor a monthly servicing fee (the “"Monthly Servicing Fee”) with respect to "), payable in arrears on each Monthly Period Payment Date prior to the termination of this Lease, the Trust pursuant to Section 12.01, payable monthly on Indenture and the related Transfer Date, Master Collateral Agency Agreement in an amount equal to the sum of the monthly servicing fees for such Servicer for all Series of Notes included in Group I. Except as otherwise specified in the related Supplement, the Monthly Servicing Fee for each Servicer for each Series of Notes included in Group I (each, a "Series Monthly Servicing Fee") on each Payment Date shall be equal to (i) the portion of the Supplemental Servicing Fee allocated to such Group I Series in respect of such Servicer pursuant to the related Supplement, plus (ii) one-twelfth of the product of (aA) the weighted average such Servicer's Pro Rata Share of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and (B) the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case Series as of the last day preceding Payment Date (after giving effect to any payments of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodprincipal on such date). The share of the Series Monthly Servicing Fee allocable for each Servicer for each Series of Notes included in Group I shall be paid to Investor Certificates of a particular Series with respect such Servicer pursuant to any Monthly Period will each be determined the procedures set forth in accordance with the relevant applicable Supplement. The portion of supplemental servicing fee (the "Supplemental Servicing Fee with respect to Fee") for any Monthly Period not so allocated to the Investor Certificates of a particular Series period shall be paid by equal to all Carrying Charges comprising payments due from the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)applicable Servicer under Section 26.2 hereof. Section 26.2. The Servicer’s expenses include of each Servicer include, and each Servicer agrees to pay, its Pro Rata Share of the amounts due to the Trustee pursuant to Section 11.05 and 9.5 of the Indenture, plus its Pro Rata Share of the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with reports furnished pursuant to Sections 24.4(h) and (i), plus its allocable share of all other fees, expenses and indemnities incurred by such Servicer or the Lessor in connection with the Servicer's activities hereunder; providedhereunder or under the Related Documents. The Servicers, that the Servicer however, shall not be liable for any liabilities, costs or expenses of the TrustLessor, the Investor Certificateholders Trustee or the Certificate Owners Noteholders arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of a Servicer's violation of the provisions of this Lease or of the Related Documents; provided, however, the foregoing provisions of this sentence shall not affect the indemnification obligations of the Lessees under Section 15 of this Lease. The In the event that a Servicer shall be required fails to pay such expenses for its own account and shall not any amount due to the Trustee pursuant to Section 9.5 of the Base Indenture, the Trustee will be entitled to any receive such amounts due from the Monthly Servicing Fee prior to payment therefor other than the Servicing Feethereof to such Servicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer The Monthly Servicing Fee shall be entitled payable to receive a servicing fee (the “Servicing Fee”) with respect to Servicer, in arrears, on each Monthly Period Distribution Date occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of first Distribution Date following the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series Termination Date and the Investor Interest (or such other amount as specified in first Distribution Date on which the related Supplement) of such Series, in each case as of Fixed Base Invested Amount and the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly PeriodSubordinated Invested Amount are both zero. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Fixed Base Certificateholders or the Investor Certificateholders of any Series be liable for the share holder of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not Subordinated Certificate be liable for any liabilities, costs or expenses other servicing fee. The Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. Amounts payable in respect of the Trust, Monthly Servicing Fee will be allocable from Investor Finance Charge Collections (and from amounts reallocated as Investor Finance Charge Collections) pursuant to the Investor Certificateholders or priorities set forth in Section 4.1 hereof. In the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income event that Gottschalks Inc. (or any interest or penalties with respect thereto or arising successor entity resulting from a failure to comply therewith)transaction meeting the requirements of Section 8.04 of the Agreement or Section 7.4 hereof) is no longer the Servicer, the Monthly Senior Servicing Fee for any calendar month (or portion thereof) following such servicing transfer shall equal 100% of the Monthly Servicing Fee for such calendar month (or portion thereof) during which the successor servicer is acting in such capacity. So long as Gottschalks Inc. (or any successor entity resulting from a transaction meeting the requirements of Section 8.04 of the Agreement or Section 7.4 hereof) is the Servicer, that portion of the Monthly Senior Servicing shall equal five-sixths of the Monthly Servicing Fee, with the remaining Monthly Servicing Fee for such Servicer being payable in the form of Monthly Subordinated Servicing Fee. The Servicer Monthly Senior Servicing Fee and the Monthly Subordinated Servicing Fee shall be required allocated to pay such expenses for its own account and shall not be entitled the Servicer pursuant to any payment therefor other than the Servicing FeeSection 4.1(c)(ii).

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to Fee payable in arrears on each Monthly Period Payment Date on or prior to the termination of the Trust Issuer pursuant to Section 12.01, payable monthly on the related Transfer terms of the Trust Agreement. The “Servicing Fee” for any Payment Date, in other than the initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) 4.64%, multiplied by (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case aggregate Loan Principal Balance as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and one-twelfth. The Servicing Fee for the initial Payment Date shall be an amount equal to the product of (bi) [4.64]%, multiplied by (ii) the average amount aggregate Loan Principal Balance as of Principal Receivables during the prior Monthly Initial Cut-Off Date, multiplied by (iii) a fraction having as its numerator the number of days from the Closing Date through the end of the related Collection Period, and as its denominator, 360. The share of the Servicing Fee allocable shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplement. The portion terms of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Indenture. The Servicer’s fees, costs and expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of attorneys, independent public accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for including, without limitation, any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under fees payable to any tax law, including without limitation any federal, state or local income or franchise taxes Subservicer or any other tax imposed on or measured by income (or Person performing any interest or penalties with respect thereto or arising from a failure to comply therewith)of the Servicer’s duties and obligations hereunder. The Servicer shall be required to pay such fees, costs and expenses for its own account and shall not be entitled to any payment or reimbursement therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (other than the Servicing Fee). Notwithstanding the foregoing, no Successor Servicer will be responsible to pay the fees and expenses of the Issuer or the Issuer Loan Trustee for the benefit of the Issuer. The Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for in this Agreement, including the Servicing Fee, are on terms consistent with those arrived at as a result of arm’s length negotiations and that they are typical of servicing arrangements made for servicing assets such as the Loans, (ii) the Servicing Fee is expected to more than cover the anticipated costs associated with the performance by the Servicer of its obligations hereunder with respect to the Loans and other Sold Assets, and constitutes fair consideration and reasonable compensation to the Servicer for the performance of such obligations, and (iii) an unaffiliated third party having the requisite experience servicing assets such as the Loans would be willing to assume the servicing obligations hereunder for compensation commensurate with the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to Fee payable in arrears on each Monthly Period Payment Date occurring after the initial Funding Date and on or prior to the termination of the Trust Issuer pursuant to Section 12.01, payable monthly on the related Transfer terms of the Trust Agreement. The “Servicing Fee” for any such Payment Date, in other than the Payment Date immediately following the initial Funding Date, shall be an amount equal to one-twelfth of the product of (ai) 4.64%, multiplied by (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case aggregate Loan Principal Balance as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and one-twelfth. The Servicing Fee for the Payment Date immediately following the initial Funding Date shall be an amount equal to the product of (bi) 4.64%, multiplied by (ii) the average amount aggregate Loan Principal Balance as of Principal Receivables during the prior Monthly Initial Cut-Off Date, multiplied by (iii) a fraction having as its numerator the number of days from the initial Funding Date through the end of the related Collection Period, and as its denominator, 360. The share of the Servicing Fee allocable shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplement. The portion terms of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Indenture. The Servicer’s fees, costs and expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of attorneys, independent public accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for including, without limitation, any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under fees payable to any tax law, including without limitation any federal, state or local income or franchise taxes Subservicer or any other tax imposed on or measured by income (or Person performing any interest or penalties with respect thereto or arising from a failure to comply therewith)of the Servicer’s duties and obligations hereunder. The Servicer shall be required to pay such fees, costs and expenses for its own account and shall not be entitled to any payment or reimbursement therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (other than the Servicing Fee). Notwithstanding the foregoing, no Successor Servicer will be responsible to pay the fees and expenses of the Issuer or the Issuer Loan Trustee for the benefit of the Issuer. The Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for in this Agreement, including the Servicing Fee, are on terms consistent with those arrived at as a result of arm’s length negotiations and that they are typical of servicing arrangements made for servicing assets such as the Loans, (ii) the Servicing Fee is expected to more than cover the anticipated costs associated with the performance by the Servicer of its obligations hereunder with respect to the Loans and other Sold Assets, and constitutes fair consideration and reasonable compensation to the Servicer for the performance of such obligations, and (iii) an unaffiliated third party having the requisite experience servicing assets such as the Loans would be willing to assume the servicing obligations hereunder for compensation commensurate with the Servicing Fee.

Servicing Compensation. As full compensation for its servicing and custodial activities hereunder and as reimbursement for its expenses (in the case of Conn Appliances only) as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) as set forth below (including, with respect regards to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01SST as Successor Servicer, payable monthly as set forth on the related Transfer SST Fee Schedule). The “Servicing Fee” for any Payment Date, in other than the initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, multiplied by (based upon ii) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified aggregate Receivables Principal Balance of all Receivables in the related Supplement) of such Series, in each case Receivables Trust Estate as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and (b) the average amount of Principal Receivables during the prior Monthly Periodone-twelfth. The share Servicing Fee for the initial Payment Date shall be an amount equal to the product of (i) the Servicing Fee allocable Rate multiplied by (ii) the aggregate Receivables Principal Balance of all Receivables in the Receivables Trust Estate as of the Initial Cut-Off Date, multiplied by (iii) a fraction having as its numerator the number of days from the Initial Cut-Off Date through the end of the related Collection Period, and as its denominator, 360. The Servicing Fee shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplementterms of the Indenture. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The initial Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the initial Servicer in connection with its activities hereunder; provided, that the initial Servicer in its capacity as such shall not be liable for any liabilities, costs or expenses of the Receivables Trust, the Investor Certificateholders Issuer or the Certificate Owners Noteholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a failure to comply therewith)) except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the initial Servicer of its obligations under Section 6.02 hereof. The In such case, the initial Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. The payment of the expenses of SST, as Successor Servicer, which with respect to SST are set forth in the SST Fee Schedule attached to the Back-Up Servicing Agreement, shall be distributed on each Payment Date on which such amounts are due and payable to the extent of funds available therefor in accordance with Section 8.06 of the Indenture and the SST Fee Schedule. The provisions of this Section 2.09 shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee (the “Servicing Fee”) with respect to each Monthly any Collection Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.01, 12.1 (the "Monthly Servicing Fee") payable monthly in arrears on the related Transfer Date, each Distribution Date in an amount equal to, with respect to each Series then outstanding, one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and the Investor Interest (or such other amount as specified in sum of an allocable portion of the related Supplement) Transferor Amount and the Invested Amount of such Series, in each case as of the last day of the prior Collection Period preceding the Collection Period with respect to which the Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly PeriodServicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificates of a particular Series Certificateholders with respect to any Distribution Date (with respect to any such Series, the "Investor Monthly Period will each Servicing Fee") shall be determined and paid to the Servicer in accordance with the relevant related Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Transferor, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider or the Investor Certificateholders of any Series be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferor. The share of the Monthly Servicing Fee to be paid by the Transferor Certificates (shall not be paid from the “Trust Property and shall be paid only to the extent that the Transferor has funds available for that purpose. If the Transferor does not have funds available to make such payment, the Servicer shall not be entitled to assert a claim against the Transferor for the unpaid amount. In the case of the first Collection Period, the Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the Initial Cut-Off Date. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, however, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including including, without limitation limitation, any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Agreement. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. As full compensation for its The monthly servicing activities fee hereunder shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the earlier of the Series 1997-1 Termination Date and the first Distribution Date on which the Invested Amount is zero. An amount equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Invested Amount as reimbursement for its expenses as of the last day of the Collection Period second preceding such Distribution Date (the "Monthly Servicing Fee") shall be paid on behalf of the Certificateholders pursuant to Sections 4.06(a)(iii) and (vi); provided, however, that with respect to the first Distribution Date, the Monthly Servicing Fee shall be equal to $213,562.50. A portion of the Monthly Servicing Fee (the "Net Servicing Fee") will be payable in the priority set forth in the immediately following paragraphSection 4.06(a) and, the Servicer on each such Distribution Date shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Net Servicing Fee Percentages with respect to each outstanding Series Rate and (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Invested Amount as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series Collection Period second preceding such Distribution Date; provided, however, that with respect to any Monthly Period will each the first Distribution Date the Net Servicing Fee shall be determined in accordance with the relevant Supplement$106,781.25. The remaining portion of the Servicing Fee with respect to any Monthly Period not so allocated allocable to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor BCRC Certificate, the Holder(s) of any Supplemental Certificates(s), the Holder of the Variable Funding Certificate on and the related Transfer Date Holders of other outstanding Series of Investor Certificates, and in no event shall the Trust, the Trustee or the Investor Certificateholders Holders of any Series the Certificates be liable for the share of the any such remaining portion. The Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with respect to any Monthly Period to be paid by the Holders terms of the Transferor Certificates (the “Transferor Servicing Fee”)this Series Supplement. The Servicer’s expenses include Servicer will be permitted, in its sole discretion, to waive the amounts due Monthly Servicing Fee for any Distribution Date by written notice given to the Trustee pursuant at least two Business Days prior to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereundersuch Distribution Date; provided, however, that the Servicer shall not believes that sufficient Non-Principal Collections will be liable for available on any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.future Distribution Date to

Servicing Compensation. As full compensation for the performance of its servicing activities hereunder and as reimbursement obligations under this Agreement for its expenses as set forth in the immediately following paragrapheach Series, the Servicer shall be entitled to receive a servicing fee the Servicer Fee related to such Series. The Servicer Fee for each Series shall be paid monthly, commencing on the Initial Payment Date related to such Series and terminating on the first to occur of (i) the “Servicing Fee”) receipt of the last Scheduled Payment related to such Series and related Residual Proceeds with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01last remaining Contract supporting such Series, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (aii) the weighted average receipt of the Series Servicing Fee Percentages Recoveries with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of last remaining Contract supporting such Series, in each case as of or (iii) the date on which the Issuer, Trendwest or TFI purchases the last day of remaining Contract or Receivable, as the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodcase may be, supporting such Series. The share of the Servicing Servicer Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will for each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder Issuer to the Servicer at the times and in the priority as set forth in the Indenture and the related Series Supplement. The Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including, without limitation, payment of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other the Independent Accountants, payment of expenses incurred by the Servicer in connection with its activities hereunder; provided, that distributions and reports to the Servicer shall not be liable for any liabilities, costs or expenses of Trustee and the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account Noteholders and shall not be entitled to reimbursement for such expenses; provided, however, that the Servicer will be entitled to prompt reimbursement from the Issuer for reasonable costs and expenses incurred by the Servicer (including reasonable attorney's fees and out-of-pocket expenses) in connection with the realization, attempted realization or enforcement of rights and remedies upon Defaulted Contracts of a Series, from amounts received as Recoveries from any payment therefor other than Defaulted Contracts supporting such Series. The Servicer of a Series shall pay the Servicing Feefees and expenses of the Subservicer for such Series and shall not be entitled to reimbursement therefor.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the Series 1996-1 Allocation Percentage of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) and second Collection Period preceding such Distribution Date (b) or with respect to the average amount first Distribution Date for Series 1996-1, as of Principal Receivables during the prior Monthly PeriodClosing Date). The share of the Servicing Fee allocable to Investor Certificates of a particular the Series 1996-1 Certificateholders with respect to any Distribution Date (the "Certificateholders' Monthly Period will each Servicing Fee") shall be determined in accordance with equal to one-twelfth of the relevant Supplement. The portion product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date; provided, however, that with respect to any Monthly Period not so allocated the first Distribution Date for Series 1996-1, clause (b) of this sentence shall be deemed to refer only to the Investor Certificates sum of the initial principal amounts of the Certificates. Notwithstanding the foregoing, with respect to the first Distribution Date for Series 1996-1, each reference in the preceding sentences of this Section to one-twelfth will be deemed to be replaced by a particular Series fraction, the numerator of which is the number of days from but excluding the Closing Date to and including the last day of the month in which the Closing Date occurs and the denominator of which is 360. The remainder of the Monthly Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 1996-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1996-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include Certificateholders' Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts due are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders' Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders' Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders' Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and 4.10(a); provided further, however, that, to the reasonable fees and disbursements extent any such waived Certificateholders' Monthly Servicing Fee is so paid, the related portion of independent public accountants and all other expenses incurred the Monthly Servicing Fee to be paid by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing and custodial activities hereunder and as reimbursement for its expenses (in the case of Conn Appliances only) as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) as set forth in the Transaction Documents (including, with regards to SST as Successor Servicer, as set forth on the SST Fee Schedule) prior to the Indenture Termination Date as described in Section 12.1 of the Indenture. The Servicing Fee shall be payable, with respect to each Monthly Period prior Series, at the times and subject to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified limitations set forth in the related Supplement) of such SeriesIndenture; provided, in each case as of that, amounts withdrawn from the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of Reserve Account may not be used to pay the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with for so long as Conn Appliances is the relevant SupplementServicer. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The initial Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the initial Servicer in connection with its activities hereunder; provided, that the initial Servicer in its capacity as such shall not be liable for any liabilities, costs or expenses of the Receivables Trust, the Investor Certificateholders Issuer, the Noteholders or the Certificate Note Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a failure to comply therewith)) except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the initial Servicer of its obligations under Section 6.02 hereof. The In such case, the initial Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.. The payment of the expenses of SST, as Successor Servicer, which with respect to SST are set forth in the SST Fee Schedule attached to the Back-Up Servicing Agreement, shall be distributed on each Payment Date to the extent of funds available therefor in accordance with Section 5.15 of the Indenture and the SST Fee Schedule. The provisions of this

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee (the “Servicing Fee”) with respect to each Monthly any Collection Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.01, 12.1 (the “Monthly Servicing Fee”) payable monthly in arrears on the related Transfer Date, each Distribution Date in an amount equal to, with respect to each Series then outstanding, one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and the Investor Interest (or such other amount as specified in sum of an allocable portion of the related Supplement) Transferor Amount and the Invested Amount of such Series, in each case as of the last day of the prior Collection Period preceding the Collection Period with respect to which the Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly PeriodServicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificates of a particular Series Certificateholders with respect to any Distribution Date (with respect to any such Series, the “Investor Monthly Period will each Servicing Fee”) shall be determined and paid to the Servicer in accordance with the relevant related Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Transferor, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider or the Investor Certificateholders of any Series be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Transferor. The share of the Monthly Servicing Fee to be paid by the Transferor Certificates (shall not be paid from the “Trust Property and shall be paid only to the extent that the Transferor has funds available for that purpose. If the Transferor does not have funds available to make such payment, the Servicer shall not be entitled to assert a claim against the Transferor for the unpaid amount. In the case of the first Collection Period, the Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the Initial Cut-Off Date. The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, however, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including including, without limitation limitation, any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer’s violation of the provisions of this Agreement. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. As full compensation for its The monthly servicing activities fee hereunder and as reimbursement for its expenses as set forth in (the immediately following paragraph, the Servicer "Monthly Servicing Fee") shall be entitled payable to receive a servicing fee the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period occurring prior to the termination earlier of (x) the surrender of the Variable Funding Certificate for the final payment thereon and (y) the Trust pursuant to Section 12.01, payable monthly on the related Transfer Termination Date, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the Variable Funding Percentage of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) and second Collection Period preceding such Distribution Date (b) or with respect to the average amount first Distribution Date, as of Principal Receivables during the prior Monthly PeriodInitial Cut-Off Date). The share remainder of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by attributable to the Holder of the Transferor Retained Certificate on and the related Transfer Date Holders of Investor Certificates, and the Holder of the Variable Funding Certificate shall in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by attributable to the Holders Holder of the Transferor Certificates (Retained Certificate or the “Transferor Servicing Fee”)Investor Certificateholders. The Servicer’s expenses include Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts due are available for distribution in accordance with Section 4.01(a) hereof. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedrelated Determination Date, provided that the Servicer shall not believes that sufficient Non-Principal Collections will be liable available on any future Distribution Date to pay the Monthly Servicing Fee relating to the amount thereof so waived. If the Servicer so waives the Monthly Servicing Fee for any liabilities, costs or expenses of the TrustDistribution Date, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Monthly Servicing Fee for such Distribution Date shall be required deemed to pay such expenses be zero for its own account all purposes of this Variable Funding Supplement and shall not be entitled to any payment therefor other than the Servicing FeeAgreement.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Series Invested Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates (i) the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") and (ii) the Enhancement Invested Amount, if any, of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The share of the Servicing Fee allocable to any Participation with respect to any Monthly Period will be determined in accordance with the applicable Participation Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Certificateholders' Interest or the Enhancement Invested Amount, if any, of a particular Series or any Participation shall be paid by from amounts allocable to the Holder of the Transferor Certificate on the related Transfer Date and in Distribution Date. In no event shall the Trust, the Trustee or Trustee, the Investor Certificateholders of any Series Series, the holder of any Participation or any Enhancement Provider be directly liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by from amounts allocable to the Holders Holder of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeCertificate.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to Fee payable in arrears on each Monthly Period Payment Date on or prior to the termination of the Trust Issuer pursuant to Section 12.01, payable monthly on the related Transfer terms of the Trust Agreement. The “Servicing Fee” for any Payment Date, in other than the Initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) 4.75%, multiplied by (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case aggregate Loan Principal Balance as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and (b) the average amount of Principal Receivables during the prior Monthly Periodone-twelfth. The share of the Servicing Fee allocable shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplement. The portion terms of the Servicing Fee with respect to any Monthly Period not so allocated Indenture (including by the Servicer retaining Collections in an amount up to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date aggregate accrued and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor unpaid Servicing Fee”). The Servicer’s fees, costs and expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of attorneys, independent public accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for including, without limitation, any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under fees payable to any tax law, including without limitation any federal, state or local income or franchise taxes Subservicer or any other tax imposed on or measured by income (or Person performing any interest or penalties with respect thereto or arising from a failure to comply therewith)of the Servicer’s duties and obligations hereunder. The Servicer shall be required to pay such fees, costs and expenses for its own account and shall not be entitled to any payment or reimbursement therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (other than the Servicing Fee). Notwithstanding the foregoing, no Successor Servicer will be responsible to pay the fees and expenses of the Issuer. The Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for in this Agreement are on terms consistent with those arrived at as a result of arm’s length negotiations and that they are typical of servicing arrangements made for servicing assets such as the Loans, (ii) the Servicing Fee is expected to more than cover the anticipated costs associated with the performance by the Servicer of its obligations hereunder with respect to the Loans and other Sold Assets, and constitutes fair consideration and reasonable compensation to the Servicer for the performance of such obligations, and (iii) an unaffiliated third party having the requisite experience servicing assets such as the Loans would be willing to assume the servicing obligations hereunder for compensation commensurate with the Servicing Fee.

Servicing Compensation. Section 26.1. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphSection 26.2, the Servicer shall be entitled to receive from the Lessor a monthly servicing fee (the “"Monthly Servicing Fee”) with respect to "), payable in arrears on each Monthly Period Payment Date prior to the termination of this Lease, the Trust pursuant to Section 12.01, payable monthly on Indenture and the related Transfer Date, Master Collateral Agency Agreement in an amount equal to the sum of the monthly servicing fees for all Series of Notes. Except as otherwise specified in the related Supplement, the Monthly Servicing Fee for each Series of Notes (each, a "Series Monthly Servicing Fee") on each Payment Date shall be equal to (i) the portion of the Supplemental Servicing Fee allocated to such Series of Notes pursuant to the related Supplement, plus (ii) one-twelfth of the product of of (aA) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and (B) the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case Series as of the last day preceding Payment Date (after giving effect to any payments of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodprincipal on such date). The share of the Series Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will for each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by to the Holder of Servicer pursuant to the Transferor Certificate on procedures set forth in the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates applicable Supplement. The supplemental servicing fee (the “Transferor "Supplemental Servicing Fee”)") for any period shall be equal to all Carrying Charges comprising payments due from the Servicer under Section 26.2 hereof. Section 26.2. The Servicer’s 's expenses include include, and the Servicer agrees to pay, the amounts due to the Trustee pursuant to Section 11.05 and 9.5 of the Indenture, plus the reasonable fees and disbursements of independent public accountants in connection with reports furnished pursuant to Sections 24.4(h) and (i), plus all other fees, expenses and indemnities incurred by the Servicer or the Lessor in connection with its the Servicer's activities hereunder; providedhereunder or under the Related Documents. The Servicer, that the Servicer however, shall not be liable for any liabilities, costs or expenses of the TrustLessor, the Investor Certificateholders Trustee or the Certificate Owners Noteholders arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this Lease or of the Related Documents; provided, however, the foregoing provisions of this sentence shall not affect the indemnification obligations of the Lessee under Section 15 of the Lease. The In the event that the Servicer shall be required fails to pay such expenses for its own account and shall not any amount due to the Trustee pursuant to Section 9.5 of the Base Indenture, the Trustee will be entitled to any receive such amounts due from the Monthly Servicing Fee prior to payment therefor other than thereof to the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series 1995-5 Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 1995-5 Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 1995-5 Certificateholders with respect to any Distribution Date (the "Certificateholders' Monthly Period will each Servicing Fee") shall be determined in accordance with equal to one-twelfth of the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 1995-5 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1995-5 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include Certificateholders' Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts due are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders' Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders' Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders' Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and 4.10(d); provided further that, to the reasonable fees and disbursements extent any such waived Certificateholders' Monthly Servicing Fee is so paid, the related portion of independent public accountants and all other expenses incurred the Monthly Servicing Fee to be paid by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing and custodial activities hereunder and as reimbursement for its expenses (in the case of Conn Appliances only) as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) as set forth below (including, with respect regards to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01SST as Successor Servicer, payable monthly as set forth on the related Transfer SST Fee Schedule). The "Servicing Fee" for any Payment Date, in other than the initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, multiplied by (based upon ii) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified aggregate Receivables Principal Balance of all Receivables in the related Supplement) of such Series, in each case Receivables Trust Estate as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and (b) the average amount of Principal Receivables during the prior Monthly Periodone-twelfth. The share Servicing Fee for the initial Payment Date shall be an amount equal to the product of (i) the Servicing Fee allocable Rate multiplied by (ii) the aggregate Receivables Principal Balance of all Receivables in the Receivables Trust Estate as of the Initial Cut-Off Date, multiplied by (iii) a fraction having as its numerator the number of days from the Initial Cut-Off Date through the end of the related Collection Period, and as its denominator, 360. The Servicing Fee shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplementterms of the Indenture. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The initial Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the initial Servicer in connection with its activities hereunder; provided, that the initial Servicer in its capacity as such shall not be liable for any liabilities, costs or expenses of the Receivables Trust, the Investor Certificateholders Issuer or the Certificate Owners Noteholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a failure to comply therewith)) except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the initial Servicer of its obligations under Section 6.02 hereof. The In such case, the initial Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. The payment of the expenses of SST, as Successor Servicer, which with respect to SST are set forth in the SST Fee Schedule attached to the Back-Up Servicing Agreement, shall be distributed on each Payment Date on which such amounts are due and payable to the extent of funds available therefor in accordance with Section 8.06 of the Indenture and the SST Fee Schedule. The provisions of this Section 2.09 shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 2002-CC Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 2002-CC Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will Servicing Fee") shall be equal to the product of (i) the Monthly Servicing Fee and (ii) the Floating Allocation Percentage for the related Collection Period. A portion of the Certificateholders Monthly Servicing Fee shall be allocated to each be determined series of Notes in accordance with the relevant related Indenture Supplement, and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2002-CC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and in no event shall the Series 2002-CC Certificateholders be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of other Series. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Trustee pursuant on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to Section 11.05 pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives all or any portion of the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the reasonable fees and disbursements of independent public accountants and all other expenses incurred Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be reduced by the Servicer in connection with its activities hereunderamount so waived for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the Servicer shall not be liable for extent amounts are available therefor pursuant to the applicable Indenture Supplement; provided, further, that, to the extent any liabilitiessuch waived Certificateholders Monthly Servicing Fee is so paid, costs or expenses the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to Fee payable in arrears on each Monthly Period Payment Date on or prior to the termination of the Trust Issuer pursuant to Section 12.01, payable monthly on the related Transfer terms of the Trust Agreement. The “Servicing Fee” for any Payment Date, in other than the Initial Payment Date, shall be an amount equal to one-twelfth of the product of (ai) 4.75%, multiplied by (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case aggregate Loan Principal Balance as of the last first day of the prior Monthly related Collection Period, multiplied by (iii) and (b) the average amount of Principal Receivables during the prior Monthly Periodone-twelfth. The share of the Servicing Fee allocable shall be payable to Investor Certificates of a particular Series with respect the Servicer solely to any Monthly Period will each be determined the extent that amounts are available for payment in accordance with the relevant Supplement. The portion terms of the Indenture (including by the Servicer retaining Collections in an amount up to the aggregate accrued and unpaid Servicing Fee). For the avoidance of doubt, such Servicing Fee with respect to any Monthly Period not so allocated shall also constitute compensation for the Servicer’s services rendered pursuant to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the 2021-2A SUBI Servicing Agreement and related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)North Carolina Trust Documents. The Servicer’s fees, costs and expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of attorneys, independent public accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for including, without limitation, any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under fees payable to any tax law, including without limitation any federal, state or local income or franchise taxes Subservicer or any other tax imposed on or measured by income (or Person performing any interest or penalties with respect thereto or arising from a failure to comply therewith)of the Servicer’s duties and obligations hereunder. The Servicer shall be required to pay such fees, costs and expenses for its own account and shall not be entitled to any payment or reimbursement therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (other than the Servicing Fee). Notwithstanding the foregoing, no Successor Servicer will be responsible to pay the fees and expenses of the Issuer. The Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for in this Agreement and under the 2021-2A SUBI Servicing Agreement, including the Servicing Fee, are on terms consistent with those arrived at as a result of arm’s length negotiations and that they are typical of servicing arrangements made for servicing assets such as the Loans, (ii) the Servicing Fee is expected to more than cover the anticipated costs associated with the performance by the Servicer of its obligations hereunder with respect to the Loans, other Sold Assets and the other 2021-2A SUBI Assets, and constitutes fair consideration and reasonable compensation to the Servicer for the performance of such obligations, and (iii) an unaffiliated third party having the requisite experience servicing assets such as the Loans would be willing to assume the servicing obligations hereunder for compensation commensurate with the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee (the “Servicing Fee”) with in respect to each of any Monthly Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.0112.1, payable monthly in arrears on the related each Transfer Date, Date in an amount equal to one-twelfth the total for all Series of the following amount calculated for each Series: 1/12th of the product of (aA) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and times (B) the sum of (i) a pro rata portion (based on the Investor Interest (or such other amount as specified in the related SupplementAmount of each Series) of such Series, in each case the JCPR Amount and (ii) the applicable Investor Amount as of the last first day of the prior related Monthly Period) and , or portion thereof (b) the average amount of Principal Receivables during the prior "Monthly PeriodServicing Fee"). The share of the Monthly Servicing Fee allocable to each Series of the Investor Certificates of a particular Series Certificateholders with respect to any Monthly Period will each (or portion thereof) shall be determined in accordance with equal to one-twelfth the relevant Supplement. The portion product of (A) the Servicing Fee Percentage for such Series, and (B) the Adjusted Investor Amount for such Series on the first day of such Monthly Period or on the Closing Date for such Series, as the case may be, (with respect to any such Series, the "Investor Monthly Period not so allocated Servicing Fee") and shall be paid to the Investor Certificates Servicer pursuant to Section 4.5. The remainder of a particular Series the Monthly Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date JCPR and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Monthly Servicing Fee to be paid by JCPR and no drawing may be made under any Letter of Credit with respect thereto. In the case of the Monthly Period in which a Closing Date occurred for any Series, the Monthly Servicing Fee and the Investor Monthly Servicing Fee with respect to any Monthly Period such Series shall accrue from the date interest begins to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)accrue with respect to such Series. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, provided that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. (a) As full compensation for its servicing duties and activities hereunder as provided for in Clause 9.1 and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive from the Receivables Trustee (solely to the extent of payments received from the Beneficiaries and utilising Trust Property allocated with respect thereto as provided in this Deed and in any Supplement) a servicing Servicing fee (the “Servicing Fee”"SERVICING FEE") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of of: (ai) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) each Supplement in respect of such Seriesan Outstanding Issuance, in each case weighted by the proportion that the Investor Interest of the relevant Series or issuance of Related Debt bears to the Combined Aggregate Investor Interest as of the last day of the relevant Monthly Period (or, if HSBC Bank plc is Servicer, such other percentage as shall be agreed by the Servicer and the Receivables Trustee (with the prior Monthly Periodwritten consent of each of the Beneficiaries) PROVIDED THAT (a) each Rating Agency has confirmed in writing that such proposed percentage will not result in a downgrade or withdrawal of its then current rating of any outstanding Associated Debt and (b) the Beneficiaries have obtained an Opinion of Counsel that such proposed agreement to alter the percentage will not prejudice the Tax treatment of the Receivables Trust or the Beneficiaries); and (ii) the average amount daily aggregate Outstanding Face Amount of Principal Receivables comprised in the Trust Property during the prior such Monthly Period. . (b) The share portion of the Servicing Fee allocable payable by the Receivables Trustee to the Servicer, with respect to each Monthly Period, in respect of which the Receivables Trustee is to be reimbursed from payments made by the Investor Certificates Beneficiaries in respect of a particular Series or issuance of Related Debt (the "INVESTOR SERVICING FEE AMOUNT" with respect to any Monthly Period such Series or issuance of Related Debt) will each be determined in accordance with the relevant Supplement. The relevant Investor Beneficiaries will pay the Investor Servicing Fee Amount to the Receivables Trustee, in respect of such Series or issuance of Related Debt, as part of the consideration for the grant of the relevant Investor Interest. (c) The portion of the Servicing Fee with respect to any Monthly Period in respect of which the Receivables Trustee is not so allocated to be reimbursed from payments made by the relevant Investor Beneficiaries in respect of each Series or issuance of Related Debt pursuant to the Investor Certificates of a particular Series related Supplements (the "TRANSFEROR SERVICING FEE AMOUNT") shall be paid to the Receivables Trustee by the Holder of Transferor Beneficiary from the Transferor Certificate Finance Charge Amount and Transferor Acquired Interchange Amount or other Trust Property allocable to the Transferor Beneficiary on the related Transfer Date and in Date. In no event shall the Receivables Trust, the Trustee Receivables Trustee, any Enhancement Provider or the Investor Certificateholders Beneficiaries in respect of any Series or issuance of Related Debt be liable to the Servicer for the share of the Servicing Fee with respect to any Monthly Period in respect of which the Receivables Trustee is to be paid reimbursed from payments to be made by the Holders Transferor Beneficiary from Trust Property allocated to the Transferor Beneficiary Provided, HOWEVER, that the amount of Transferor Servicing Fee Amount in respect of which the Receivables Trustee is to be reimbursed by the Transferor Beneficiary pursuant to this paragraph (c) in any Monthly Period shall not exceed the aggregate amount of the Transferor Certificates (Finance Charge Amount and Transferor Acquired Interchange Amount or such other Trust Property for such Monthly Period. The Transferor Beneficiary will pay the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due Fee Amount to the Receivables Trustee as part of the consideration for the grant of the Transferor Interest. (d) It is a condition of the Receivables Trust (which by the execution of a Supplement by a Beneficiary, such Beneficiary consents and confirms) that each Beneficiary of the Receivables Trust undertakes to the Receivables Trustee for the benefit of itself and as trustee for each other Beneficiary that it will reimburse the Receivables Trustee for the share of the Servicing Fee payable by the Receivables Trustee to the Servicer pursuant to Section 11.05 Clause 9.2(a) and the reasonable fees and disbursements of independent public accountants and all other expenses incurred (b) which is to be met by the Servicer Receivables Trustee from payments to be made by such Beneficiary to the Receivables Trustee as distributed and specified in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeSupplement.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series [199_-_] Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series [199_-_] Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series [199_-_] Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to one-twelfth of the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series [199_-_] Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series [199_-_] Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts due are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and 4.10(b); provided further that, to the reasonable fees and disbursements extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of independent public accountants and all other expenses incurred the Monthly Servicing Fee to be paid by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as under the other Basic Documents and reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be is entitled to receive a servicing fee (the “Servicing Fee”) with respect to Fee on each Monthly Period prior Distribution Date on or before the Trust Termination Date payable in arrears. The Servicing Fee is payable to the termination Servicer solely to the extent amounts are available for payment therefor in accordance with the terms of the Trust Indenture Supplements and the terms hereof. The Servicer may, in its sole discretion, waive the Servicing Fee for any Distribution Date by written notice to the Indenture Trustee on or before the related Determination Date; provided, that delivery of the Servicer’s Certificate indicating waiver of the Servicing Fee shall be deemed to constitute such written notice. (b) The Servicer will be required to pay all expenses incurred by it in connection with its servicing activities hereunder and under the other Basic Documents, including (i) to the extent not paid pursuant to Section 12.01the Indenture and the Indenture Supplements, payable monthly all reasonable fees and disbursements of the Owner Trustee, the Indenture Trustee and independent accountants, (ii) taxes imposed on the related Transfer Servicer and (iii) expenses incurred in connection with making distributions and providing reports to the Noteholders and others. (c) On each Distribution Date, in an amount the holders of the Transferor Interest shall pay to the Servicer, or the Servicer may retain from Interest Collections otherwise distributable to holders of the Transferor Interest, the portion of the Servicing Fee equal to one-twelfth the Servicing Fee minus the aggregate of the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Fees for each Series and the Investor Interest (or such other amount all Outstanding Series, as specified in the related Supplement) of such SeriesIndenture Supplements, and in each case as no event will the holders of the last day of Transferor Interest be liable for the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so Series. In the event that the Servicer waives the Servicing Fee for any Distribution Date, the portion of the waived Servicing Fee payable by the holders of the Transferor Interest shall be reimbursed to the Servicer solely to the extent that Interest Collections allocated to the Investor Certificates of a particular Series shall be paid by the Holder holders of the Transferor Certificate on Interest are available therefor in accordance with the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeBasic Documents.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Class A-2 Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 1999-1 Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 1999-1 Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to one-twelfth of the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 1999-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1999-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of other Series. The Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives all or any portion of the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such waived Distribution Date shall be deemed to be reduced by the amount so waived for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and 4.10(b); provided further that, to the reasonable fees and disbursements extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of independent public accountants and all other expenses incurred the Monthly Servicing Fee to be paid by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “Servicing Fee”) with respect to Series 2000-1 (the "Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each Monthly Payment Date in respect of any Collection Period (or portion thereof) occurring on or prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Payment Date following the Stated Maturity Date and the first Payment Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the Series 2000-1 Allocation Percentage of the Series Servicing Fee Percentages with respect Pool Balance (excluding the amount of Principal Receivables relating to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related SupplementNon-Serviced Participated Receivables) of such Series, in each case case, as of the last day of the prior second Collection Period preceding such Payment Date. The share of the Monthly PeriodServicing Fee allocable to the Series 2000-1 Noteholders with respect to any Payment Date (the "Noteholder Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the average amount of Principal Receivables during the prior Monthly Period. The share Invested Amount as of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion last day of the Collection Period second preceding such Payment Date; provided, however, that the Noteholder Monthly Servicing Fee with respect to any the first Payment Date will be $583,333. The remainder of the Monthly Period not so allocated to Servicing Fee for the Investor Certificates of a particular Series first Payment Date and each subsequent Payment Date shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and Certificateholders and, in no event shall the Trust, the Trustee Trust or the Investor Certificateholders of any Series 2000-1 Noteholders be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Certificateholders. The remainder of the Transferor Certificates (Servicing Fee shall be paid by the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 Certificateholders and the reasonable fees Noteholders of other Series and disbursements of independent public accountants and all other expenses incurred by the Servicer Series 2000-1 Noteholders shall in connection with its activities hereunder; provided, that the Servicer shall not no event be liable for any liabilities, costs or expenses the share of Servicing Fee to be paid by the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any Noteholders of other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Series. The Servicer Noteholder Monthly Servicing Fee shall be required payable to pay such expenses the Servicer solely to the extent amounts are available for its own account distribution in accordance with the terms of the Trust Sale and shall not be entitled to any payment therefor other than the Servicing FeeAgreement and Section 4.04(a) of this Series Supplement.

Servicing Compensation. (a) As full compensation for the performance of its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphobligations under this Agreement, the Servicer shall be entitled to receive a servicing fee (the “Servicing Servicer Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable . The Servicer Fee shall be paid monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined Payment Date in accordance with the relevant Supplementprovisions of the Trust Agreement. The portion of the Servicing Servicer Fee shall be payable with respect to any Monthly Period not so allocated the period commencing on the Initial Delivery Date and ending on the first to occur of (i) the receipt of the last Scheduled Payment with respect to the Investor last remaining Loan, (ii) the receipt of all Recoveries with respect to the last remaining Loan, (iii) the date on which the Depositor redeems the Certificates pursuant to Article Ten of the Trust Agreement or (iv) the receipt by the Servicer of a particular Series Servicer Termination Notice; provided that, after such --------- receipt of the Servicer Termination Notice, the successor Servicer shall be entitled to the Servicer Fee. The Servicer Fee shall be paid by the Holder of Trustee to the Transferor Certificate on Servicer at the related Transfer Date times and in no event shall the Trust, priority as set forth in the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Trust Agreement. The Servicer’s expenses include the amounts due Servicer shall also be entitled to the Trustee receive any Servicing Charges collected by it other than assumption and substitution fees pursuant to Section 11.05 and 3.11. The Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including payment of the reasonable fees and disbursements of independent public accountants the Independent Accountants and all other payment of expenses incurred by the Servicer it in connection with its activities hereunder; provided, that distributions and reports to the Servicer shall not be liable for any liabilities, costs or expenses of the TrustTrustee, the Investor Special Servicer, the Rating Agency, the Certificateholders or and the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account Certificateholder Agent and shall not be entitled to any payment therefor other than reimbursement for such expenses; provided that the -------- Servicer will be entitled to prompt reimbursement from the Depositor, out of amounts received as Recoveries with respect to a Defaulted Loan, for the reasonable costs and expenses incurred by the Servicer (including reasonable attorneys' fees and out-of-pocket expenses) in connection with the realization or attempted realization upon, or the enforcement of rights and remedies with respect to, such Defaulted Loan. (b) As compensation for the performance of its obligations under this Agreement, the Special Servicer shall be entitled to receive the Special Servicer Fee and, with respect to Defaulted Loans not assigned to the Servicing Advisor for collection in accordance with the terms hereof, the related Workout Fees. The Special Servicer Fee and the Workout Fees shall be payable on each Payment Date in accordance with the provisions of the Trust Agreement. The Special Servicer Fee shall be payable with respect to the period commencing on the Initial Delivery Date and ending on the first to occur of (i) the receipt of the last Scheduled Payment with respect to the last remaining Loan, (ii) the receipt of all Recoveries with respect to the last remaining Loan, or (iii) the date on which the Depositor redeems the Certificates pursuant to Article Ten of the Trust Agreement or (iv) the receipt by the Special Servicer of a Special Servicer Termination Notice; provided that, after such receipt of the Special -------- Servicer Termination Notice, the successor Special Servicer shall be entitled to the Special Servicer Fee. The Special Servicer Fee shall be paid by the Trustee to the Special Servicer at the times and in the priority as set forth in the Trust Agreement. The Special Servicer shall also be entitled to retain any fees collected by it from an Obligor in connection with activities permitted pursuant to Sections 3.11 or 3.15 in an amount not to exceed 1% of the Loan Balance per Loan assumption, substitution, modification or other permitted activity. The Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including payment of the fees and disbursements of the Servicing Advisor and the Independent Accountants and payment of expenses incurred in connection with distributions and reports to the Trustee, the Servicer, the Rating Agency, the Certificateholders and the Certificateholder Agent and shall not be entitled to reimbursement for such expenses; provided -------- that the Special Servicer will be entitled to prompt reimbursement from the Trust Estate, out of amounts received as Recoveries with respect to a Defaulted Loan, for the reasonable costs and expenses incurred by the Special Servicer (including reasonable attorneys' fees and out-of-pocket expenses) in connection with the realization or attempted realization upon, or the enforcement of rights and remedies with respect to, such Defaulted Loan. (c) As compensation for the performance of its obligations under the Agreement, the Servicing Advisor shall be entitled to receive the Servicing Advisor Fee and, with respect to Defaulted Loans assigned to it for collection by the Special Servicer in accordance with the terms hereof, the related Workout Fees. The Servicing Advisor Fee with respect to any Loan and the Workout Fees shall be payable on each Payment Date in accordance with the provisions of the Trust Agreement. The Servicing Advisor Fee shall be payable with respect to the period commencing on the Initial Delivery Date and ending on the first to occur of (i) the receipt of the last Scheduled Payment with respect to the last remaining Loan, (ii) the receipt of all Recoveries with respect to the last remaining Loan, or (iii) the date on which the Depositor redeems the Certificates pursuant to Article Ten of the Trust Agreement or (iv) the receipt by the Servicing Advisor of a Servicing Advisor Termination Notice; provided -------- that, after such receipt of the Servicing Advisor Termination Notice, the successor Servicing Advisor shall be entitled to the Servicing Advisor Fee. The Servicing Advisor Fee shall be paid by the Special Servicer at the times and in the priority as set forth in the Trust Agreement. The Servicing Advisor shall pay all expenses incurred by it in connection with its servicing activities hereunder; provided that the Servicing Advisor will be entitled to prompt -------- reimbursement from the Special Servicer, out of amounts received as Recoveries with respect to a Defaulted Loan, for the reasonable costs and expenses incurred by the Servicing Advisor (including reasonable attorneys' fees and out-of-pocket expenses) in connection with the realization or attempted realization upon, or the enforcement of rights and remedies with respect to, such Defaulted Loans. (d) Notwithstanding anything to the contrary contained herein, all payments made or reimbursed to the Servicer, the Special Servicer or the Servicing Advisor hereunder (including Recovery Expenses) shall be made, and all services shall be performed, without duplication, and no such Person shall receive any amounts for services actually performed by any other such Person.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with in respect to of each Monthly Period day prior to the termination of the Trust pursuant to Section 12.0112.1 (the "SERVICING FEE"), payable monthly in arrears on each date and in the related Transfer Datemanner specified in the applicable Supplement, in an amount equal to one-twelfth of the product of (ai) a fraction, the numerator of which is the actual number of days in the measuring period specified in the applicable Supplement and the denominator of which is the actual number of days in the year, (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Percentage (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case as of the last day of the prior Monthly Period) and (biii) the daily average amount aggregate Outstanding Balance of all Principal Receivables during over the prior Monthly Periodterm of such measuring period. The share of the Servicing Fee allocable to Investor Certificates of a particular each Series with respect to any Monthly Period will each date of payment shall be determined equal to the product of (i) a fraction, the numerator of which is the actual number of days in accordance with the relevant measuring period specified in the applicable Supplement and the denominator of which is the actual number of days in the year, (ii) the applicable Series Servicing Fee Percentage for such Series and (iii) the Invested Amount of such Series, as appropriate, as of the date of determination for such payment as specified in the applicable Supplement. The portion remainder of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of Transferor, or retained by the Transferor Certificate on the related Transfer Date Servicer as provided in Article IV, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider, or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)Transferor. The Servicer’s expenses Servicer shall be responsible for its own expenses, which shall include the amounts due to the Trustee pursuant to Section 11.05 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedPROVIDED, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith). In the event that the Servicer fails to pay any amounts due to the Trustee pursuant to Section 11.5, the Trustee shall be entitled to deduct and receive such amounts from the Servicing Fee prior to the payment thereof to the Servicer. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “Monthly Servicing Fee”) with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multiplied by (c) the Series 2000-VFC Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 2000-VFC Certificateholders with respect to any Transfer Date (the “Investor Servicing Fee”) shall be equal to the product of (a) the weighted average of the Series Monthly Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2000-VFC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 2000-VFC Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and on or before the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to Section 4.04(a)(vi); and provided further that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee (in respect of any Due Period after the “Servicing Fee”) with respect to each Monthly Period Certificate Trust Termination Date and prior to the termination of the Trust Issuer pursuant to Section 12.018.1 (with respect to each Due Period, payable monthly on the related Transfer Date, in an amount “Monthly Servicing Fee”) which shall equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest Collateral Amount (or such other amount as specified in the related Indenture Supplement) of such Series, in each case as of the last day of the prior Monthly Due Period) and (b) the average amount of Principal Receivables during on the last day of the prior Monthly Due Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular each Series with respect to any Monthly Due Period will each be determined in accordance with the relevant related Indenture Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Indenture Trustee pursuant to Section 11.05 6.7 of the Indenture and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the TrustIssuer, the Investor Certificateholders Indenture Trustee, any Enhancement Provider, the Noteholders or the Certificate Owners Owner Trustee, arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth any expense incurred by it in connection therewith, prior to the immediately following paragraphtermination of the Servicer in accordance herewith, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Collection Period, payable monthly on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rates with respect to each outstanding Series (based upon the Series Servicing Fee Percentage Rate for each Series and the Investor Interest Allocation Amount (or such other amount as specified in the related Indenture Supplement) of such Series, in each case as of the last day of the prior Monthly Collection Period) and (b) the average amount of Principal Receivables during the prior Monthly sum of the Contracts on each day of the related Collection Period divided by the number of days in such Collection Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Collection Period (the “Monthly Period Servicing Fee”) will each be determined in accordance with the relevant Indenture Supplement. The portion of the Servicing Fee with respect to any Monthly Collection Period not so allocated paid pursuant to the Investor Certificates of a any particular Series shall be paid by the Holder holders of the Transferor Certificate Trust Certificates on the related Transfer Date and in Distribution Date. In no event shall the TrustIssuer, the Owner Trustee (as such or in its individual capacity), the Investor Certificateholders Indenture Trustee, the Noteholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect that is not allocable to any Monthly Period to be paid by particular Series. Other than the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include , the amounts due to the Trustee pursuant to Section 11.05 Incentive Fee and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by Ancillary Fees, the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor additional fees, reimbursement (including reimbursement for any out-of-pocket expenses incurred in the performance of its duties) or other than compensation in connection with the Servicing Feeservicing and administration of the Contracts.