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 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 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 Seller Certificates (the “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 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 Series 2002-CC Certificateholders with respect to receive a servicing fee any Distribution Date (the “Monthly 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 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 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) Rate and (b) the average Floating Allocation Amount for the Monthly Period preceding such Distribution Date (the amount calculated pursuant to this clause (b) is referred to as the “Servicing Base Amount”); provided, however, with respect to the first Distribution Date, the Monthly Servicing Fee shall be equal to the product of Principal Receivables during (i) the prior Servicing Base Amount for the first Monthly Period, (ii) the Servicing Fee Rate and (iii) a fraction, the numerator of which is 22 and the denominator of which is 360. On each Distribution Date, but only if a Transferor or The Bank of New York Mellon is the Servicer, Servicer Interchange with respect to the related Monthly 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 Monthly Servicing Fee with respect to such Monthly Period. In the case of any insufficiency of Servicer Interchange on deposit in the Collection Account, a portion of the Monthly Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. The share of the Monthly Servicing Fee allocable to Investor Certificates the Series 2002-CC Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the “Investor Certificateholder Servicing Fee”) shall be equal to one-twelfth of a particular Series the product of (a) the Net Servicing Fee Rate and (b) the Servicing Base Amount; provided, however, that with respect to any the first Distribution Date, the Certificateholder Servicing Fee shall be equal to the product of (i) the Servicing Base Amount for the first Monthly Period will each be determined in accordance with Period, (ii) the relevant SupplementNet Servicing Fee Rate and (iii) a fraction, the numerator of which is 22 and the denominator of which is 360. 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 Transferor or the Certificateholders of the Seller Certificate on other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee or the Investor Series 2002-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 of the Seller Certificates (the “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 Transferor or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or Certificateholders of 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 FeeSeries.

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 Adjusted 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 (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 Seller 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 Seller Certificates (the “Seller 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 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 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 Seller 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 Seller Transferor Certificates (the “Seller 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 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 Adjusted 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 “Investor "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 Seller 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 Seller Certificates (the “Seller 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 payable in arrears on each Payment Date on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. 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 ” 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 Adjusted 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 (the “Investor Servicing Fee”) of a particular Series with respect 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 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 Seller Certificates (the “Seller 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 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 Adjusted 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 (the “Investor Servicing Fee”) of a particular 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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 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 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 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 this Addendum, the Seller Certificate on the related Transfer Date and in no event each Purchaser 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 Seller Certificates (the “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 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 in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee in respect of each Business Day prior to the termination of the Trust pursuant to Section 12.1 (the “Servicing Fee”) with respect to each Monthly Period prior to the Termination of the Trust pursuant to Section 12.01), 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 from but excluding the next preceding Business Day to and including such Business Day 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 Adjusted 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 (the “Investor Servicing Fee”) 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 (and any Monthly Period not so allocated Servicing Fee allocable to the Investor Certificates of a particular Series Securities but not paid) shall be paid by the Holder of Transferor, or retained by the Seller 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 allocable to the Transferor, nor shall any Monthly Period amounts to be paid by the Holders of Transferor pursuant to this Section 3.2 be payable from the Seller Certificates (Trust Property conveyed by the “Seller Servicing Fee”)Transferor hereunder. 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. 42 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 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 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 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 Seller Certificates (Certificate or the “Seller 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 (a) Prior to the Liquidation Servicer Commencement Date, as compensation for its the administration and servicing activities hereunder and as reimbursement for its the expenses set forth in subsection 2.05(b), each Local ------------------ Servicer and Master Servicer shall be entitled to receive on each Distribution Date in arrears, for the preceding Settlement Period prior to the termination of the Trust pursuant to Section 9.01 of the Pooling Agreement, a portion ------------ (expressed as a percentage) of a servicing fee (the "Servicing Fee"), which ------------- shall be a maximum amount equal to the product of (A) the Servicing Fee Percentage, (B)(i) the average aggregate Principal Amount of the Receivables for such Settlement Period or (ii) with respect to the initial Accrual Period, the average aggregate Principal Amount of the Receivables from (and including) the Series 0000-0 Xxxxxxxx Date to (but excluding) the last day of the initial Settlement Period and (C) the number of days in such Settlement Period divided by 360. The Company and the Initial Master Servicer may from time ------- -- to time agree in writing to a reduced Servicing Fee. If there is a Master Servicer Default and a Successor Master Servicer Default is appointed by the Trustee, the servicing fee for such Successor Master Servicer shall be the fee agreed upon between the Trustee and such Successor Master Servicer; provided, however, that such servicing fee shall not exceed the maximum Servicing Fee payable hereunder to the Master Servicer. The servicing fee payable to the Liquidation Servicer shall be the Liquidation Servicing Fee. Except as otherwise set forth in the immediately following paragraphrelated Supplement, the share of the Servicing Fee allocable to Certificates of each Outstanding Series for any Settlement Period shall be an amount equal to the product of (i) the Servicing Fee for such Settlement Period and (ii) a fraction (expressed as a percentage) (A) the numerator of which is the daily average Invested Amount for such Settlement Period with respect to such Outstanding Series and (B) the denominator of which is the daily average Aggregate Invested Amount for such Settlement Period (with respect to any such Series, the "Monthly Servicing Fee"). The Master Servicer (acting in such --------------------- capacity) shall be entitled to 10% of the Servicing Fee. Each Local Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the Termination percentage of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, remaining Servicing Fee in an amount equal to one-twelfth the percentage obtained by dividing the aggregate Principal Amount of Eligible Receivables sold by such Local Servicer to the Contributor by the Aggregate Receivables Amount. The Servicing Fee shall be payable to such Local Servicers and the Master Servicer solely pursuant to the terms of, and to the extent amounts are available for payment under, Article III of the product Pooling Agreement. Any such fee which is payable to a Local Servicer belonging in the United Kingdom shall be inclusive of (a) United Kingdom value added tax and the weighted average application of Section 89 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 United Kingdom Value Added Tax Act 1994 shall be paid by the Holder of the Seller Certificate on the related Transfer Date and excluded 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 relation to any Monthly Period to be paid by the Holders of the Seller Certificates (the “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 Feefee.

Servicing Compensation. As full compensation consideration for its servicing activities hereunder the Mortgage Loans, the Owner shall pay the Servicer the applicable Servicing Fee and as reimbursement Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for its expenses as set forth the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). Notwithstanding anything in this Agreement to the contrary, the Servicer shall not be entitled to collect more than one of any of the following Other Fees within any eighteen (18) month period: Liquidation Fee, Reperformance Fee and Modification Fee; provided, however, that in the immediately following paragraphevent the Servicer would otherwise be entitled to collect more than one of such Other Fees during any eighteen (18) month period, the Servicer shall be entitled to receive collect the highest of such Other Fees, net of any other such Other Fees paid during the applicable eighteen (18) month period. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a servicing fee (Business Day, the “next succeeding Business Day, an invoice setting forth the Servicing Fee”) Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to each Monthly Period prior to the Termination of Mortgage Loans serviced by the Trust pursuant to Section 12.01Servicer during the preceding calendar month, 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 Owner shall pay such invoice via wire transfer (or such other amount as specified in accordance with written instructions to be provided by the related SupplementServicer) of such Series, in each case as of no later than the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodcalendar month in which such invoice was delivered. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with 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 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 Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee Servicer that remain unpaid after the Remittance Date pursuant to Section 11.05 this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the reasonable fees day following the Business Day on which such payment was due to and disbursements including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to deduct such unpaid amounts due to Servicer on the Remittance Date following the Remittance Date that such amounts were due if Owner has not already made payment. Additional servicing compensation in the form of independent public accountants and all other expenses incurred Ancillary Income shall be retained 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)Servicer. The Servicer shall be required to pay such all expenses for incurred by it in connection with its own account servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any payment therefor charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, xxxx up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Servicing Fee.Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be accrue on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such late payment is made and shall be payable on the date when such late payment is so made. Notwithstanding anything to the contrary contained herein, upon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or the Servicer relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions:

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 Adjusted 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 (the “Investor Servicing Fee”) of a particular Series with respect 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 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 Seller Certificates (the “Seller 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 share of the immediately following paragraph, Servicing Fee allocable to the Servicer shall be entitled Series 2018-8 Certificateholders with respect to receive a servicing fee any Distribution Date (the “Monthly 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 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 the Series Servicing Fee Percentage for each Series and b) (i) the Adjusted 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 PeriodPeriod 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 Series 2018-8 Allocation Percentage with respect to such Monthly Period (the amount calculated pursuant to this clause (b) is referred to as the average amount of Principal Receivables during the prior Monthly Period“Servicing Base Amount”). The share of the Monthly Servicing Fee allocable to Investor Certificates the Class A Certificateholders with respect to any Distribution Date (the “Investor Class A Servicing Fee”) shall be equal to one-twelfth of a particular Series the product of (a) the Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The share of the Monthly Servicing Fee allocable to the Class B Certificateholders with respect to any Monthly Period will each Distribution Date (the “Class B Servicing Fee”) shall be determined in accordance with equal to one-twelfth of the relevant Supplementproduct of (a) the Class B Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The portion share of the Monthly Servicing Fee allocable to the Collateral Interest with respect to any Distribution Date (the “Collateral Servicing Fee”) shall be equal to one-twelfth of the product of the (a) Collateral Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The 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 Holders of the Seller Certificate on Transferor Certificates or the investor 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 2018-8 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 Seller Transferor Certificates (or the “Seller investor certificateholders of any other Series. To the extent that the Class A Servicing Fee”). The Servicer’s expenses include , the amounts due Class B Servicing Fee and the Collateral Servicing Fee are not paid in full pursuant to the Trustee pursuant to preceding provisions of this Section 11.05 3.01, and the reasonable fees Sections 4.05 and disbursements of independent public accountants and all other expenses incurred 4.07, they shall 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 Holders 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 FeeTransferor Certificates.

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 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 Adjusted 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 (the “Investor Servicing Fee”) 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 Seller 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 Seller Certificates (Monthly Servicing Fee to be paid by the “Seller Transferor 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 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 Adjusted 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 “Investor Servicing Fee”) 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 Seller Certificate Transferor 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 Seller Certificates (the “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 FeeTransferor Certificates.

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 termination of the Trust pursuant to Section 12.0112.1 (the "Servicing Fees"), 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 Percentage for all 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) 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 (the “Investor Servicing Fee”) 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 Seller 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 Seller Certificates (the “Seller 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 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 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 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 Adjusted 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 (the “Investor Servicing Fee”) 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 Seller Certificate Transferor 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 Seller Certificates (the “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 FeeTransferor Certificates.

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”) Series 2002-CC Certificateholders with respect to each any Distribution Date (the "Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount Servicing Fee") 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 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) Rate and (b) the average Floating Allocation Amount for the Monthly Period preceding such Distribution Date (the amount calculated pursuant to this clause (b) is referred to as the "Servicing Base Amount"); provided, however, with respect to the first Distribution Date, the Monthly Servicing Fee shall be equal to the product of Principal Receivables during (i) the prior Servicing Base Amount for the first Monthly Period, (ii) the Servicing Fee Rate and (iii) a fraction, the numerator of which is 22 and the denominator of which is 360. On each Distribution Date, but only if a Transferor or The Bank of New York is the Servicer, Servicer Interchange with respect to the related Monthly 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 Monthly Servicing Fee with respect to such Monthly Period. In the case of any insufficiency of Servicer Interchange on deposit in the Collection Account, a portion of the Monthly Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. The share of the Monthly Servicing Fee allocable to Investor Certificates the Series 2002-CC Certificateholders (after giving effect to the “Investor Servicing Fee”distribution of Servicer Interchange, if any, to the Servicer) of a particular Series with respect to any Distribution Date (the "Certificateholder Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Certificateholder Servicing Fee shall be equal to the product of (i) the Servicing Base Amount for the first Monthly Period will each be determined in accordance with Period, (ii) the relevant SupplementNet Servicing Fee Rate and (iii) a fraction, the numerator of which is 22 and the denominator of which is 360. 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 Transferor or the Certificateholders of the Seller Certificate on other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee or the Investor Series 2002-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 of the Seller Certificates (the “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 Transferor or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or Certificateholders of 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 FeeSeries.

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 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 Adjusted 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 (first Distribution Date, the “Investor Servicing Fee”Initial Invested Amount) of a particular Series 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 Seller Certificate on the related Transfer Date Transferor 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 Seller Certificates (first Due Period, the “Seller 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 full compensation consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphMortgage Loans, the Owner shall pay the Servicer the applicable Servicing Fee and Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). Notwithstanding anything in this Agreement to the contrary, the Servicer shall not be entitled to collect more than one of any of the following Other Fees within any twelve month period: Liquidation Fee, Reperformance Fee and Modification Fee. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a Business Day, the next succeeding Business Day, an invoice setting forth the Servicing Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to the Mortgage Loans serviced by the Servicer during the preceding calendar month, and the Owner shall pay such invoice via wire transfer (in accordance with written instructions to be provided by the Servicer) no later than the last day of the calendar month in which such invoice was delivered. With respect to amounts due to the Servicer that remain unpaid after the Remittance Date pursuant to this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such payment is made and shall be payable on the date when such payment is so made. 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 deduct 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 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 Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the unpaid amounts due to Servicer on the Trustee pursuant to Section 11.05 and Remittance Date following the reasonable fees and disbursements Remittance Date that such amounts were due if Owner has not already made payment. Additional servicing compensation in the form of independent public accountants and all other expenses incurred Ancillary Income shall be retained 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)Servicer. The Servicer shall be required to pay such all expenses for incurred by it in connection with its own account servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any payment therefor charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, xxxx up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Servicing Fee.Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be accrue on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such late payment is made and shall be payable on the date when such late payment is so made. Notwithstanding anything to the contrary contained herein, upon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or the Servicer relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions:

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, the Servicer shall be entitled Monthly Servicing Fee allocable to receive a servicing fee Series 2007-1 (the “Series 2007-1 Investor Monthly Servicing Fee”) with respect to each Monthly any Due Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount shall be equal to one-twelfth of the product 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 (ii) (a) 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 such Due Period minus (b) the average product of the amount, if any, on deposit in the Excess Funding Account as of the last day of such Due Period and the Principal Allocation Percentage for such Due Period; provided, however, that with respect to the initial Due Period ending after the Closing Date, the Series 2007-1 Investor Monthly Servicing Fee shall be adjusted based on the ratio of the number of days in the initial Due Period to 30; provided, further, that if a Successor Servicer that is not an Affiliate of the Seller is appointed, the Series 2007-1 Investor Servicing Fee shall be such amount as may be agreed upon in writing between such Successor Servicer and the Trustee, so long as the Trustee shall have received written confirmation from each of Principal Receivables during the prior Rating Agencies then rating any Class of Series 2007-1 Certificates that such change would not result in a reduction or withdrawal by such Rating Agency of its rating of any Class of the Series 2007-1 Certificates. The share of the Series 2007-1 Investor Monthly Servicing Fee allocable to the Class A Investor Interest with respect to any Due Period (the “Class A Servicing Fee”) shall be equal to the product of (i) the Class A Floating Allocation, and (ii) the Series 2007-1 Investor Monthly Servicing Fee for such Due Period. The share of the Series 2007-1 Investor Monthly Servicing Fee allocable to the Class M Investor Certificates Interest with respect to any Due Period (the “Investor Class M Servicing Fee”) shall be equal to the product of a particular (i) the Class M Floating Allocation and (ii) the Series 2007-1 Investor Monthly Servicing Fee for such Due Period. The share of the Series 2007-1 Investor Monthly Servicing Fee allocable to the Class B Investor Interest with respect to any Due Period (the “Class B Servicing Fee”) shall be equal to the product of (i) the Class B Floating Allocation and (ii) the Series 2007-1 Investor Monthly Period will each be determined in accordance with the relevant SupplementServicing Fee for such Due Period. The portion share of the Series 2007-1 Investor Monthly Servicing Fee allocable to the Class C Investor Interest with respect to any Monthly Due Period not so allocated (the “Class C Servicing Fee”) shall be equal to the product of (i) the Class C Floating Allocation and (ii) the Series 2007-1 Investor Certificates of a particular Series shall be paid by the Holder of the 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 Monthly Servicing Fee for the such Due Period. The share of the Series 2007-1 Investor Monthly Servicing Fee allocable to the Class D-1 Investor Interest with respect to any Monthly Due Period to be paid by the Holders of the Seller Certificates (the “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.the

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 Adjusted 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 “Investor Servicing Fee”) 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 Seller 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 Seller Certificates (the “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)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 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 Adjusted 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 “Investor Servicing Fee”) 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 Seller Certificate Transferor 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 Seller Certificates (the “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 FeeTransferor Securities.

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 Seller 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 Seller Transferor Certificates (the “Seller 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 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 Invested Amount and the CCA Invested Amount, if any, are 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 1998-7 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor and each Additional Cash Collateral Depositor (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1998-7 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1998-7 Certificateholders, the Cash Collateral Depositor or the Investor Certificateholders of any Series Additional Cash Collateral Depositor be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “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 FeeSellers.

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 Invested Amount and the CCA Invested Amount, if any, are 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 1998-2 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor and each Additional Cash Collateral Depositor (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1998-2 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1998-2 Certificateholders, the Cash Collateral Depositor or the Investor Certificateholders of any Series Additional Cash Collateral Depositor be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “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 FeeSellers.

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 Adjusted 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 (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 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 Seller Certificates (the “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 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. 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 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 Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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 (the “Servicing Fee”) with in respect to each of any Monthly Period (or portion thereof) prior to the Termination termination of the Trust pursuant to Section 12.01, 12.1 (the "Monthly Servicing Fee"). The Monthly Servicing Fee will be 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 (1/12th) 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 Adjusted sum of the allocable portion of the Transferor Amount and the Investor Interest (or such other amount as specified in the related Supplement) Amount 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 preceding Monthly Period. The share of the Servicing Fee allocable to each Series of Investor Certificates (the “Investor Servicing Fee”) 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 (1/12th) of the relevant Supplement. The portion product of (A) the Servicing Fee Percentage for such Series and (B) the Investor Amount of such Series, (after subtracting from the Investor Amount the aggregate amount of any deposits previously made into any Principal Account) on the last date of the applicable Monthly Period (or, in the case of the first Distribution Date, the Initial Investor Amount, unless otherwise specified in any Supplement) (with respect to any such Series, the "Investor Monthly Period not so allocated Servicing Fee"), and shall be paid to the Servicer pursuant to the applicable Supplement. The Investor Monthly Servicing Fee will be funded from collections of Finance Charge Receivables allocable to the Investor Certificates Amount. The remainder of a particular Series the Monthly Servicing Fee shall be paid by the Holder of the Seller 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. In the case of the Seller Certificates (first Monthly Period, the “Seller Monthly Servicing Fee”)Fee and the Investor Monthly Servicing Fee shall accrue from the Initial Closing 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 the Subservicer, if any, 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), 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 therefore 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 paragraphsubsection 2.5(b), the Servicer shall be entitled to receive a servicing fee (on each Distribution Date for the “Servicing Fee”) with respect to each Monthly preceding Settlement Period prior to the Termination termination of the Trust pursuant to Section 12.01, payable monthly on 9.1 of the related Transfer Date, in Pooling Agreement a servicing fee (the "SERVICING FEE"). The Servicing Fee shall be an amount equal to one-twelfth of (i) the product of (aA) the weighted Servicing Fee Percentage and (B) the average aggregate Principal Amount of the Series Servicing Fee Percentages Receivables in the Trust for the Settlement Period immediately preceding such Settlement Period (or, if such later Settlement Period is the initial Settlement Period, the aggregate Principal Amount of the Receivables at February 28, 1998) and (C) the number of days in such Settlement Period, DIVIDED BY (ii) 360 (or, 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 a particular Outstanding Series, as specified shall be provided in the related Supplement) of such Series). Except as otherwise set forth in the related Supplement, 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 each Outstanding Series for any Settlement Period shall be an amount equal to the product of (i) the “Investor Servicing Fee”Fee for such Settlement Period and (ii) a fraction (expressed as a percentage) (A) the numerator of a particular which is the daily average Invested Amount for such Settlement Period with respect to such Series and (B) the denominator of which is the daily average Aggregate Invested Amount for such Settlement Period (with respect to any Monthly Period will each be determined in accordance such Series, the "MONTHLY SERVICING FEE"); PROVIDED, HOWEVER, that if on any day USSC or any Affiliate thereof is acting as the Servicer and an Early Amortization Event has occurred and is continuing with the relevant Supplement. The portion respect to any Outstanding Series, payment of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to such Series shall be deferred until all amounts due under the Investor Certificates of a particular such Series have been paid in full. The Servicing Fee shall be paid by payable to the Holder Servicer solely pursuant to the terms of, and to the extent amounts are available for payment under, Article III of the 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 Seller Certificates (the “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 FeePooling 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 The monthly servicing fee (the “Servicing Fee”) with respect to Series 200 _ - _ (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 prior to the Termination earlier of the Trust pursuant to Section 12.01, payable monthly first Payment Date following the Series 200 _ - _ 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 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 SeriesRate, in each case as of the last day of the prior Monthly Period) and (b) the average Floating Allocation Percentage of the Pool Balance (excluding the amount on deposit in the Excess Funding Account, if any) as of Principal Receivables during the prior Monthly Periodsecond preceding Reset Date; provided, however, that with respect to the first Payment Date and the second Payment Date, for purposes of clause (b) the Pool Balance shall be determined as of the Closing Date. The share of the Monthly Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series 200 _ - _ Noteholders with respect to any Payment Date (the "Noteholders 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 second preceding Reset Date; provided, however, that with respect to any the first Payment Date and the second Payment Date clause (b) shall be based on the Invested Amount on the Closing 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 Seller Certificate on the related Transfer Date Residual Interestholder and in no event shall the Trust, the Indenture Trustee or the Investor Certificateholders Series 200 _ - _ Noteholders be liable for the share of any the Monthly Servicing Fee to be paid by the Residual Interestholder; and the remainder of the Servicing Fee shall be paid by the Residual Interestholder and the Noteholders of other Series and the Series 200 _ - _ Noteholders, the Trust, the Indenture and the Owner Trustee 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 Residual Interestholder or the Noteholders of the Seller Certificates (the “Seller Servicing Fee”)other Series. The Servicer’s expenses include the amounts due Noteholders Monthly Servicing Fee shall be payable to the Trustee pursuant Servicer solely to Section 11.05 and the reasonable fees and disbursements extent amounts are available for distribution therefor in accordance with the terms 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)this Series Supplement. The Servicer shall be required permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Payment Date by notice to the Indenture Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Non-Principal Collections will be available on any future Payment Date to pay such expenses for its own account and shall not be entitled the Noteholders Monthly Servicing Fee relating to any payment therefor other than the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Payment Date, the Monthly Servicing Fee and the Noteholders Monthly Servicing Fee for such Payment Date shall be deemed to be zero for all purposes of this Series Supplement, the Indenture and the Agreement; provided, however, that such Noteholders Monthly Servicing Fee shall be paid on a future Payment Date solely to the extent amounts are available therefor pursuant to Section 4.06(a)(vii); and provided, further, that, to the extent any such waived Noteholders Monthly Servicing Fee is so paid, the related portion of the Monthly Servicing Fee to be paid by the Residual Interestholder shall be paid by the Residual Interestholder to the Servicer.

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, Investor Servicing Fee allocable to the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) WFCardSeries with respect to each Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related any Transfer Date, in an amount Date shall be equal to one-twelfth of the product of (ai) the weighted average WFCardSeries Servicing Fee Percentage and (ii) the Weighted Average Available Funds Allocation Amount for the WFCardSeries for the Monthly Period immediately preceding such Transfer Date (the “WFCardSeries Servicing Fee”). So long as WFBNA is the Servicer, a portion of the Series WFCardSeries Servicing Fee Percentages will be paid exclusively from Servicer Interchange. Servicer Interchange will be paid to the Servicer pursuant to subsection 4.01(b)(i). Should the Servicer Interchange on deposit in the Collection Account on any Transfer Date 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) Monthly Period be less than one-twelfth of such Series, in each case as 0.75% of the last day of Weighted Average Available Funds Allocation Amount for the prior WFCardSeries for such 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 WFCardSeries Servicing Fee with respect to any such Monthly Period will not so allocated be paid to the Investor Certificates extent of a particular Series such insufficiency of Servicer Interchange. In addition to the Servicer Interchange, the portion of the WFCardSeries Servicing Fee that is allocable to the WFCardSeries with respect to any Transfer Date (the “WFCardSeries Net Servicing Fee”) shall be equal to one-twelfth of the product of (i) the WFCardSeries Net Servicing Fee Rate and (ii) the Weighted Average Available Funds Allocation Amount for WFCardSeries for the immediately preceding Monthly Period. The WFCardSeries Net Servicing Fee will be paid to the Servicer pursuant to subsection 4.01(b)(ii). Except as specifically provided above, the Servicing Fee shall be paid by the Holder cash flows from the Collateral allocated to the Transferor or the Noteholders of the Seller Certificate on other Series (as provided in the related Transfer Date Indenture Supplements), and in no event shall the TrustIssuer, the Trustee Indenture Trustee, the Note Registrar or the Investor Certificateholders of any Series WFCardSeries Noteholders be liable for the share of the therefor. The WFCardSeries Net Servicing Fee with respect to any Monthly Period to shall be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the amounts due payable to the Trustee pursuant Servicer solely to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer extent amounts are available for distribution 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 Feethereof.

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 over such Monthly Period of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon daily sums of the Series Servicing Fee Percentage Aggregate Employer Balances for each Series and Employer under the Adjusted Investor Interest (or such other amount as specified in Pool Relocation Management Agreements, subject to adjustment at the related Supplement) of such Series, in each case as direction of the last day Indenture Trustee (upon satisfaction of the prior Monthly PeriodRating Agency Condition) and (b) the average amount to provide additional servicing compensation to any Successor Servicer if necessary to reflect then-current market rates for servicing of Principal Receivables during the prior Monthly Periodcomparable receivables at any time that CMSC is replaced as Servicer hereunder. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) 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 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 allocated to the Investor Certificates holders of a particular Series the Notes shall be paid by the Holder payable out of the Seller Certificate Pool 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 Payment Period to be paid payable out of the Pool Collections allocable to the Issuer or by the Holders of the Seller Certificates (the “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)Issuer. The Servicer shall be required pay the fees and expenses of, and agrees to pay such expenses for its own account indemnify the Indenture Trustee, the Paying Agent, the Authentication Agent and shall not be entitled to any payment therefor other than the Transfer Agent and Registrar out of the Servicing FeeFee 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 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 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 Adjusted 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 (the “Investor Servicing Fee”) 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 Seller 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 Seller Certificates (the “Seller 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 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 Invested Amount and the L/C Invested Amount, if any, are 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 1999-1 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the L/C Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the L/C Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the L/C Issuer (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "L/C Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the L/C Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1999-1 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1999-1 Certificateholders or the Investor Certificateholders of any Series L/C Issuer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”)Sellers. The Servicer’s expenses include the amounts due (i) Class A 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 4.06(a)(iii) or (c)(iii), as the reasonable fees and disbursements of independent public accountants and all other expenses incurred by case may be, (ii) Class B Monthly Servicing Fee shall be payable to the Servicer in connection with its activities hereunder; providedsolely to the extent amounts are available for distribution pursuant to Section 4.06(b)(ii) or (d)(ii), that as the case may be, and (iii) L/C Monthly Servicing Fee shall be payable to the Servicer shall not be liable solely to the extent amounts are available 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 distribution pursuant to comply therewithSection 4.09(e). 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 Series) and (b) the Adjusted Investor Interest Invested 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 Period) and (b) Period prior to the average amount termination of Principal Receivables during the prior Monthly PeriodTrust pursuant to 8.01 of the Trust Agreement. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with respect to any Due 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 Due Period not so allocated to the Investor Certificates of a any particular Series shall be paid by the Holder Holders of the Seller Certificate Transferor 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 Seller Certificates (the “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 FeeTransferor Certificates.

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 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 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 Seller Certificate on the related Transfer Date Stated Principal Balance of such Mortgage Loan and in no event shall the Trust, 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 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 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 case of an REO Loan) allocable as recoveries of interest, to the 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 pay, from its own funds, the annual fees of each Rating Agency. Additional servicing compensation in the form of three-quarters of all assumption and modification fees paid by the Mortgagor on Mortgage Loans that are not Specially Serviced Mortgage Loans and three-quarters of all extension fees received on or with respect to the first extension of a Mortgage Loan which the Special Servicer has extended for 12 months or less 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, and charges for 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, shall be retained by the Servicer and shall not be required to be deposited 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 (other than Specially Serviced Mortgage Loans), 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) have been paid and are not needed to pay interest on Advances with respect to any other Mortgage Loan; (ii) interest or 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 Net Investment Earnings, if any, with respect to each such account for each period from any Distribution Date to the 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 related Mortgage Loan to be paid by the Holders of the Seller Certificates (the “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)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 any payment reimbursement therefor other than the Servicing Feeexcept as expressly provided in this Agreement.

Servicing Compensation. 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 herewith and there with, the Servicer shall be entitled to receive a monthly servicing fee (the “"Servicing Fee”") in respect of each Series and Purchased Interest, payable in arrears on each Distribution Date in respect of each Distribution Period (or portion thereof) during which that Series or Purchased Interest is outstanding. The Servicing Fee in respect of any Series or Purchased Interest shall be payable solely as provided in the related Supplement or PI Agreement. Unless otherwise provided in the applicable Supplement or PI Agreement, the Servicing Fee payable with respect to each Monthly any Series or Purchased Interest shall be calculated as follows. At any time when AmeriServe or any of its Affiliates is Servicer, the Servicing Fee for any Distribution Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount 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 Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such Series2%, 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 Distribution Period, multiplied by (c) the applicable Series Collection Allocation Percentage. If AmeriServe ceases to be Servicer, the Servicing Fee for a Successor Servicer that is not an AmeriServe 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 Distribution 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% of the aggregate Unpaid Balance of the Receivables during as measured on the prior Monthly first Business Day of the Distribution Period. The share fees, costs and expenses of Trustee, the Paying Agent, any Authenticating Agent, the Lockbox Banks, the Blocked Account Banks and the Transfer Agent and Registrar, and certain other costs and expenses payable from 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 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 Seller Certificates (the “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 other provisions of independent public accountants this Agreement, and all other fees and expenses incurred that are not expressly stated in this Agreement, any Supplement or any PI Agreement to be payable by the Servicer in connection with its activities hereunder; providedTrust or Transferor, 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 the Trust, 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. 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 Adjusted 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 “Investor Servicing Fee”) 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 Seller Certificate Transferor 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 Seller Certificates (the “Seller Servicing Fee”)Transferor Certificates. 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.3.3

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 Business Day prior to the Termination 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 from but excluding the next preceding Business Day to and including such Business Day 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 Adjusted 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 (the “Investor Servicing Fee”) 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 (and any Monthly Period not so allocated Servicing Fee allocable to the Investor Certificates of a particular Series Securities but not paid) shall be paid by the Holder of Transferor, or retained by the Seller 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 allocable to the Transferor, nor shall any Monthly Period amounts to be paid by the Holders of Transferor pursuant to this Section 3.2 be payable from the Seller Certificates (Trust Property conveyed by the “Seller Servicing Fee”)Transferor hereunder. 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. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphhereunder, the each 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 each REO Loan master serviced by it. 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 same interest accrual basis as that Mortgage Loan, which will be either a 30/360 Basis or an Actual/360 Basis (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 an REO Loan, on the Series 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 foregoing sentence notwithstanding, the Master 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 shall not accrue with respect to any Monthly Period will each be determined in accordance with Closing Date Deposit Mortgage Loan for the relevant Supplementinterest accrual period to which the related Closing Date Deposit relates. The portion of the Master Servicing Fee with respect to any Monthly Period not so allocated 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. Each 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 Investor Certificates extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a particular Series Trust Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted by Section 3.05(a). 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 either Master Servicer's responsibilities and obligations under this Agreement or the transfer of all or a portion of Master Servicer No. 2's right to receive the Excess Servicing Strip. Notwithstanding anything herein to the contrary, KRECM (and its successors and assigns) may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip (in any event, in whole as to the entire portion of the Mortgage Pool serviced by it but not in part); provided that any assignee or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); and provided, further, that no transfer, sale, pledge or other assignment of the Excess Servicing Strip shall be paid made unless that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws; and provided, further, that in the event of any resignation or termination of KRECM in its capacity as Master Servicer No. 2, all or any portion of the Excess Servicing Strip may be reduced by the Holder Trustee through a reduction in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans that were serviced by the resigned or terminated Master Servicer to the extent reasonably necessary (in the sole discretion of the Seller Certificate on Trustee) for the related Transfer Date Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and that requires market rate servicing compensation (including compensation necessary to pay primary servicing fees and Broker Strips) that accrues at a per annum rate in no event excess of the sum of (i) 0.01% (one basis point) per annum, (ii) with respect to any Mortgage Loan or REO Loan that is not primary serviced by KRECM, the primary servicing fee rate, if any, for such Mortgage Loan or REO Loan and (iii) with respect to any Broker Strip Loan, the Broker Strip Rate for such Broker Strip Loan. KRECM and each holder of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Strip shall, and KRECM hereby agrees, and each such holder of the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Strip effected by such Person, to indemnify the Certificateholders, the Trust, the Trustee Depositor, the Underwriters, the Trustee, any Fiscal Agent, the other Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the Investor Certificateholders foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep all information relating to the Trust and the Trust Fund and made available to it by the applicable Master Servicer confidential (except as permitted pursuant to clause (iii) below or, in the case of such Master Servicer, as contemplated hereby in the performance of its duties and obligations hereunder), (ii) not to use or disclose such information in any manner that could result in a violation of any Series be liable for the share provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Fee Strip or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder's auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Strip if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons' auditors, legal counsel and regulators. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person then acting as Master Servicer No. 2 shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to any Monthly Period to be paid by Mortgage Loan or REO Loan, as the Holders case may be, the portion of the Seller Certificates Excess Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of the Excess Servicing Strip within one Business Day following the payment of such Master Servicing Fees to such Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Master Servicer. The holder of the Excess Servicing Strip shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. Master Servicer No. 2 shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., KRECM, or any such third party) at such time and to the “Seller extent such Master Servicer is entitled to receive payment of its Master Servicing Fee”Fees hereunder, notwithstanding any resignation or termination of KRECM hereunder (subject to reduction as provided above and in the next paragraph). The Servicer’s expenses include In the amounts due to the Trustee pursuant to Section 11.05 event that KRECM is terminated or resigns as Master Servicer No. 2, it (and the reasonable fees its successors 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 assigns) will be entitled to retain the Excess Servicing Strip, except to the extent that any payment therefor other than portion of such Excess Servicing Strip is needed (as determined by the Servicing FeeTrustee in its sole discretion) to compensate any replacement Master Servicer for assuming the duties of KRECM under this 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 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 Adjusted 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 (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 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 Seller 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 Seller Certificates (Servicing Fee shall be paid by the “Seller 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 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 Adjusted 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 2000-C Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series 2000-C Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to 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 Seller Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Series 2000-C 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-C 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 Seller Certificates (the “Seller 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 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 the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder4.10(b); provided, that further, that, to the Servicer shall not be liable for 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 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 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 Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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 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 Adjusted 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 (for so long as Conn Appliances is the “Investor Servicing Fee”) of a particular Series with respect to any Monthly Period will each be determined in accordance with 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 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 Seller Certificates (the “Seller 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 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 Invested Amount and the CCA Invested Amount, if any, are 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 1997-3 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount Servicing Fee") shall be equal to one-twelfth of the product of (a) the weighted average Net Servicing Fee Rate, (b) the sum of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series Invested Amount and the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such SeriesCCA Invested Amount, in each case if any, as of the last day of the prior Due Period second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class A Monthly PeriodServicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to the product of (a) and the Net Servicing Fee Rate, (b) a fraction, the average amount numerator of Principal Receivables during which is 30 minus the prior Monthly Periodactual number of days in the period from and including the tenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to Investor Certificates the Class B Certificateholders (after giving effect to the “Investor Servicing Fee”distribution of Servicer Interchange, if any, to the Servicer) of a particular Series with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period will each second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be determined in accordance with the relevant Supplement. The portion of equal to the Servicing Fee accrued on the Class B 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 and provided further, that with respect to any the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Period not so allocated Servicing Fee shall be increased by an amount equal to the Investor Certificates product of (a) the Net Servicing Fee Rate, (b) a particular Series shall be paid by fraction, the Holder numerator of which is 30 minus the actual number of days in the period from and including the tenth day of the Seller Certificate on the related Transfer calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and in no event shall the Trustdenominator of which is 360, 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 Seller Certificates (the “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.times

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 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 such Series times (B) the sum of (i) a pro rata portion (based on the Investor Amount of each Series and the Adjusted Investor Interest (or such other amount as specified in the related SupplementSeries) 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 (the “Investor Servicing Fee”) 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 Seller 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 Seller Certificates (the “Seller 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. 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 on or prior to the earliest of (i) the first Distribution Date following the Series Termination of Date, (ii) the first Distribution Date on which no Notes are outstanding and (iii) the first Distribution Date following the 1995 Trust pursuant to Section 12.01, payable monthly on the related Transfer Termination Date, in an amount equal to one-twelfth of the product result of (a) 1% multiplied by (b) the weighted average aggregate principal amount of the Series Servicing Fee Percentages with respect to each Dealer Notes 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 such Due Period multiplied by (bc) the average amount of Principal Receivables during Series Allocation Percentage for the prior Monthly Collateral Certificate with respect to such Due Period. The share A portion of the Monthly Servicing Fee allocable shall be allocated to Investor Certificates each series of Notes in accordance with the related Indenture Supplement (the “Investor Servicing Fee”) of a particular Series with respect to any Monthly Period will each ), and such portion shall be determined paid in accordance with such Indenture Supplement and only to the relevant 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 Seller Certificate on the related Transfer Date and in no event shall the Master Trust, the Master Trust Trustee, the Series 2011-1 Certificateholder, the Issuing Entity, the Indenture Trustee or the Investor Certificateholders of any Series Owner Trustee be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller. The Servicer will be permitted, in its sole discretion, to defer all or any portion of the Seller Certificates (the “Seller Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by Indenture Trustee on or before 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 deferred Monthly Servicing Fee. If the Servicer so defers 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 reduced by the amount so deferred 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 the applicable Indenture Supplement; and, provided, further that, to the extent any such deferred 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 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 Invested Amount and the L/C Invested Amount, if any, are 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 1999-2 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the L/C Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the tenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the L/C Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the tenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the L/C Issuer (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "L/C Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the L/C Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1999-2 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1999-2 Certificateholders or the Investor Certificateholders of any Series L/C Issuer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “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 FeeSellers.

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 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 Adjusted 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 Certificateholders with respect to any Distribution Date (with respect to any such Series, the “Investor Monthly Servicing Fee”) of a particular Series with respect to any Monthly Period will each 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 Seller 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 Seller Certificates (Monthly Servicing Fee to be paid by the “Seller Transferor 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 consideration for its servicing activities hereunder the Mortgage Loans, the Owner shall pay the Servicer the applicable Servicing Fee and as reimbursement Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for its expenses as set forth the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). Notwithstanding anything in this Agreement to the contrary, the Servicer shall not be entitled to collect more than one of any of the following Other Fees within any eighteen (18) month period: Liquidation Fee, Reperformance Fee and Modification Fee; provided, however, that in the immediately following paragraphevent the Servicer would otherwise be entitled to collect more than one of such Other Fees during any eighteen (18) month period, the Servicer shall be entitled to receive collect the highest of such Other Fees, net of any other such Other Fees paid during the applicable eighteen (18) month period. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a servicing fee (Business Day, the “next succeeding Business Day, an invoice setting forth the Servicing Fee”) Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to each Monthly Period prior to the Termination of Mortgage Loans serviced by the Trust pursuant to Section 12.01Servicer during the preceding calendar month, 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 Owner shall pay such invoice via wire transfer (or such other amount as specified in accordance with written instructions to be provided by the related SupplementServicer) of such Series, in each case as of no later than the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodcalendar month in which such invoice was delivered. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with 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 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 Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee Servicer that remain unpaid after the Remittance Date pursuant to Section 11.05 this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the reasonable fees day following the Business Day on which such payment was due to and disbursements including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to deduct such unpaid amounts due to Servicer on the Remittance Date following the Remittance Date that such amounts were due if Owner has not already made payment. Additional servicing compensation in the form of independent public accountants and all other expenses incurred Ancillary Income shall be retained 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)Servicer. The Servicer shall be required to pay such all expenses for incurred by it in connection with its own account servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any payment therefor charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, mxxx up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Servicing Fee.Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be accrue on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such late payment is made and shall be payable on the date when such late payment is so made. Notwithstanding anything to the contrary contained herein, upon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or the Servicer relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions:

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 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 each Mortgage Loan (including Specially Serviced Mortgage Loans), each Companion Loan and REO Loan. As to each Mortgage Loan, Companion Loan and REO Loan, the Investor Certificates of a particular Series Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be paid by computed on the Holder basis of the Seller Certificate on Stated Principal Balance of such Mortgage Loan or Companion Loan, as the related Transfer Date case may be, and in no event shall the Trustsame manner as interest is calculated on such Mortgage Loan or Companion Loan, as the Trustee or the Investor Certificateholders of case may be, and, in connection with any Series be liable partial month interest payment, 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, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part. The Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account or the related Component Mortgage Loan Collection Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of modification, waiver and consent fees pursuant to Section 3.08(f), provided the consent of the Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) on the Non-Specially Serviced Mortgage Loans, to the extent that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, 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 required to deposit such amounts in the Certificate Account or the related Component Mortgage Loan Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(c), the Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges collected on Mortgage Loans during the period said Mortgage Loans were Non-Specially Serviced Mortgage Loans, but only to the extent actually paid by the related Mortgagor and to the extent that all interest on related Advances and all additional Trust Fund expenses (other than Special Servicing Fees) payable with respect to such Mortgage Loan have been paid since the Closing Date, (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account and the related Component Mortgage Loan Collection Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 Mortgagor and (iv) the reasonable fees difference, if positive, between Prepayment Interest Excess and disbursements of independent public accountants and all other expenses incurred by Prepayment Shortfalls collected on the Servicer in connection with its activities hereunder; provided, that Mortgage Loans during 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)related Due Period. 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 or the related Component Mortgage Loan Collection Account, and the Servicer shall not be entitled to any payment reimbursement therefor other than the Servicing Feeexcept as expressly provided in this 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 Fee in respect to of each Monthly Period prior to the Termination 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 Adjusted 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 (the “Investor Servicing Fee”) 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 Seller 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 Seller Certificates (Transferor Interest is subordinated for the “Seller 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 “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 Adjusted 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 (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 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 Seller 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 Seller Certificates (Servicing Fee shall be paid by the “Seller 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. 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 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 Seller 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 Seller Transferor Certificates (the “Seller "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 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 Adjusted 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 (the “Investor Servicing Fee”) of a particular 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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 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 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 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 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 (the “Investor Servicing Fee”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 Seller Certificate on the related Transfer Date Transferor 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 Seller Certificates (first Collection Period, the “Seller 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 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 Invested Amount and the CCA Invested Amount, if any, are 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 1999-7 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor and each Additional Cash Collateral Depositor (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1999-7 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1999-7 Certificateholders, the Cash Collateral Depositor or the Investor Certificateholders of any Series Additional Cash Collateral Depositor be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “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 FeeSellers.

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 Adjusted 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 (the “Investor Servicing Fee”) of a particular Series with respect 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 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 Seller Certificates (the “Seller 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 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 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 Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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 payable in arrears on each Payment Date on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. 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 ” 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 Adjusted 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 (the “Investor Servicing Fee”) of a particular Series with respect 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 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 Seller Certificates (the “Seller 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 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 --- Payment Date, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate multiplied by the ending Aggregate Receivables Balance for the related Monthly Period subject to adjustment at the direction of the Series Servicing Fee Percentages with respect to each outstanding Series Indenture Trustee (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 satisfaction of the last day Rating Agency Condition) to provide additional servicing compensation to any Successor Servicer if necessary to reflect then-current market rates for servicing of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodcomparable receivables at any time that Levi Strauss Financial Center Corporation is replaced as Servxxxx xxreunder. The share of the Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) 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 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 Collections allocated to the Investor Certificates holders of a particular Series the Notes shall be paid by the Holder payable out of the Seller Certificate Collections allocable to the Issuer on the related Transfer Payment 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 Payment Period to be paid payable out of the Collections allocable to the Issuer or by the Holders Issuer. In consideration of the Seller Certificates (the “Seller Servicing Fee”). The Servicer’s , the Servicer shall pay the fees and expenses include of, and agrees to indemnify, the amounts due to Indenture Trustee, the Trustee pursuant to Section 11.05 Paying Agent, the Authentication Agent and the reasonable fees Transfer Agent and disbursements Registrar in accordance with the terms of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedSection 6.04 hereof, it ------------- being understood, however, that the Servicer Servicer's obligations under Section 6.04 ------------ shall not be liable for any liabilities, costs or expenses limited by the amount 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. Such payment obligations shall survive the termination of this Agreement, the resignation or removal of the Indenture Trustee and the 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 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 Adjusted 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 “Investor "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 Seller 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 Seller Certificates (the “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 FeeTransferor Certificate.

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, Investor Servicing Fee allocable to the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) WFCardSeries with respect to each Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related any Transfer Date, in an amount Date shall be equal to one-twelfth of the product of (ai) the weighted average WFCardSeries Servicing Fee Percentage and (ii) the Weighted Average Available Funds Allocation Amount for the WFCardSeries for the Monthly Period immediately preceding such Transfer Date (the “WFCardSeries Servicing Fee”). So long as WFBNA is the Servicer, a portion of the Series WFCardSeries Servicing Fee Percentages will be paid exclusively from Servicer Interchange. Servicer Interchange will be paid to the Servicer pursuant to subsection 4.01(b)(i). Should the Servicer Interchange on deposit in the Collection Account on any Transfer Date 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) Monthly Period be less than one-twelfth of such Series, in each case as 0.75% of the last day of Weighted Average Available Funds Allocation Amount for the prior WFCardSeries for such 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 WFCardSeries Servicing Fee with respect to any such Monthly Period will not so allocated be paid to the Investor Certificates extent of a particular Series such insufficiency of Servicer Interchange. In addition to the Servicer Interchange, the portion of the WFCardSeries Servicing Fee that is allocable to the WFCardSeries with respect to any Transfer Date (the “WFCardSeries Net Servicing Fee”) shall be equal to one-twelfth of the product of (i) the WFCardSeries Net Servicing Fee Rate and (ii) the Weighted Average Available Funds Allocation Amount for WFCardSeries for the immediately preceding Monthly Period. The WFCardSeries Net Servicing Fee will be paid to the Servicer pursuant to subsection 4.01(b)(ii). Except as specifically provided above, the Servicing Fee shall be paid by the Holder cash flows from the Collateral allocated to the Transferor or the Noteholders of the Seller Certificate on other Series (as provided in the related Transfer Date Indenture Supplements) and in no event shall the TrustIssuer, the Trustee Indenture Trustee, the Paying Agent, the Note Registrar or the Investor Certificateholders of any Series WFCardSeries Noteholders be liable for the share of the therefor. The WFCardSeries Net Servicing Fee with respect to any Monthly Period to shall be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the amounts due payable to the Trustee pursuant Servicer solely to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer extent amounts are available for distribution 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 Feethereof.

Servicing Compensation. As full compensation for its servicing activities hereunder The share of the Servicing Fee allocable to the Series 2001-3 Certificateholders 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”) Collateral Interest Holder with respect to each any Distribution Date (the "Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount Servicing Fee") 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 the Series Servicing Fee Percentage for each Series and b) the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such SeriesInvested Amount, in each case if any, as of the last day of the prior Monthly Period) and Period preceding such Distribution Date (the amount calculated pursuant to this clause (b) is referred to as the average amount "Servicing Base Amount"); provided, however, with respect to the first Distribution Date, the Monthly Servicing Fee (the "Initial Servicing Fee") shall be equal to $583,333.33. On each Distribution Date, but only if a Seller or The Bank of Principal Receivables during New York is the prior Servicer, Servicer Interchange with respect to the related Monthly 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 Monthly Servicing Fee with respect to such Monthly Period. In the case of any insufficiency of Servicer Interchange on deposit in the Collection Account, a portion of the Monthly Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. The share of the Monthly Servicing Fee allocable to Investor Certificates the Class A Certificateholders (after giving effect to the “Investor Servicing Fee”distribution of Servicer Interchange, if any, to the Servicer) of a particular Series with respect to any Monthly Period will each Distribution Date (the "Class A Servicing Fee") shall be determined in accordance equal to one-twelfth of the product of (a) the Class A Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the relevant Supplementfirst Distribution Date, the Class A Servicing Fee shall be equal to $308,072.92. The portion share of the Monthly Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Class B Servicing Fee shall be equal to $28,255.21. The share of the Monthly Servicing Fee allocable to the Collateral Interest Holder (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to such Distribution Date (the "Collateral Servicing Fee") shall be equal to one-twelfth of the product of (c) the Collateral Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Collateral Servicing Fee shall be equal to $28,255.21. The 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 Sellers or the Certificateholders of the Seller Certificate on other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee Trustee, the Series 2001-3 Certificateholders or the Investor Certificateholders of any Series Collateral Interest Holder be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Sellers or the Certificateholders of the Seller Certificates (the “Seller Servicing Fee”)any other Series. The Servicer’s expenses include the amounts due (i) Class A 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 hereunder4.05(a)(ii), 4.07(a) or 4.08(a); 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 ii) Class B Servicing Fee shall be required payable solely to pay such expenses the extent amounts are available for its own account distribution in respect thereof pursuant to Section 4.05(b)(iii), 4.07(c) or 4.08(b); and (iii) Collateral Servicing Fee shall not be entitled payable solely to any payment therefor other than the Servicing Feeextent amounts are available for distribution in respect thereof pursuant to Section 4.05(c)(i) or 4.07(f).

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 payable in arrears on each Payment Date on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. 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 ” 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 Adjusted 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 (the “Investor Servicing Fee”) of a particular Series with respect 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 Seller 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 Seller Certificates (the “Seller 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. As full compensation for its servicing activities hereunder The share of the Servicing Fee allocable to the Series 2001-1 Certificateholders and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled Collateral Interest Holder with respect to receive a servicing fee any Distribution Date (the “Monthly 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 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 the Series Servicing Fee Percentage for each Series and b) the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such SeriesInvested Amount, in each case if any, as of the last day of the prior Monthly Period) and Period preceding such Distribution Date (the amount calculated pursuant to this clause (b) is referred to as the average amount “Servicing Base Amount”); provided, however, with respect to the first Distribution Date, the Monthly Servicing Fee (the “Initial Servicing Fee”) shall be equal to $200,000.00. On each Distribution Date, but only if the Seller or The Bank of Principal Receivables during New York is the prior Servicer, Servicer Interchange with respect to the related Monthly 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 Monthly Servicing Fee with respect to such Monthly Period. In the case of any insufficiency of Servicer Interchange on deposit in the Collection Account, a portion of the Monthly Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. The share of the Monthly Servicing Fee allocable to Investor Certificates the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the “Investor Class A Servicing Fee”) shall be equal to one-twelfth of a particular Series the product of (a) the Class A Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Class A Servicing Fee shall be equal to $101,562.50. The share of the Monthly Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Monthly Period will each Distribution Date (the “Class B Servicing Fee”) shall be determined in accordance equal to one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the relevant Supplementfirst Distribution Date, the Class B Servicing Fee shall be equal to $12,500.00. The portion share of the Monthly Servicing Fee allocable to the Collateral Interest Holder (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to such Distribution Date (the “Collateral Servicing Fee”) shall be equal to one-twelfth of the product of (c) the Collateral Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Collateral Servicing Fee shall be equal to $10,937.50. The 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 Seller or the Certificateholders of the Seller Certificate on other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee Trustee, the Series 2001-1 Certificateholders or the Investor Certificateholders of any Series Collateral Interest Holder be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Certificateholders of the Seller Certificates (the “Seller Servicing Fee”)any other Series. The Servicer’s expenses include the amounts due (i) Class A 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 hereunder4.05(a)(ii), 4.07(a) or 4.08(a); 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 ii) Class B Servicing Fee shall be required payable solely to pay such expenses the extent amounts are available for its own account distribution in respect thereof pursuant to Section 4.05(b)(ii), 4.07(c) or 4.08(b); and (iii) Collateral Servicing Fee shall not be entitled payable solely to any payment therefor other than the Servicing Feeextent amounts are available for distribution in respect thereof pursuant to Section 4.05(c)(i) or 4.07(f).

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 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 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 and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date (in each case, after giving effect to the Investor Certificates distribution of principal of such Mortgage Loan on such Distribution Date) and a particular Series shall be paid by the Holder 360-day year consisting of the Seller Certificate on the related Transfer Date and 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 (and any interest on Advances) shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest (as may be advanced by a P&I Advance) on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The 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 case of an REO Loan) allocable as recoveries of interest, to the 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 pay, from its own funds, the Trustee Fee and the annual fees of each of the Rating Agencies (such fees not to exceed $25,000 in the aggregate) without being entitled to reimbursement of such amounts as a Servicing Advance or otherwise. Any Rating Agency fee in excess of $25,000 will be the obligation of the Depositor. No Trustee Fee will be payable hereunder with respect to the Pari Passu Loan; provided that trustee fees may be payable with respect to the Pari Passu Loan upon the inclusion of the Pari Passu Loan in a future securitization to the extent specified by the separate pooling and servicing agreement executed in connection therewith. Any such fees with respect to the Pari Passu Loan will be payable by the Servicer to the trustee appointed under any such pooling and servicing agreement from servicing compensation paid hereunder at a rate not in excess of a rate equal to 0.007% per annum computed on the basis of the Stated Principal Balance of the Pari Passu Loan and on the basis of a year assumed to consist of 360 days and twelve 30-day months as of the immediately preceding Distribution Date (in each case, after giving effect to the distribution of principal of such Pari Passu Loan on such Distribution Date). Additional servicing compensation in the form of all assumption fees paid by the Mortgagor on Mortgage Loans (other than the Servicing Retained Mortgage Loan) 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, and charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds, processing fees and application fees, in each case only to the extent actually paid by the related Mortgagor, shall be retained by the Servicer and shall not be required to be deposited 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 (other than the Servicing Retained Mortgage Loan and any Specially Serviced Mortgage Loans), 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) have been paid and are not needed to pay interest on Advances with respect to any other Mortgage Loan; (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account, the Pari Passu 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 period from any Distribution Date to the immediately succeeding Servicer Remittance Date); and (iii) interest earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid by the Holders of the Seller Certificates (the “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)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, except as provided in Section 3.07, 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 any payment reimbursement therefor other than the Servicing Feeexcept as expressly provided in this Agreement.

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 each 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 mortgage loan comprised by the Georgia-Alabama Retail Portfolio Trust Mortgage Loan and each Specially Serviced Mortgage Loan) and each REO Loan in respect of which it is the applicable Master Servicer. 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 same interest accrual basis as that Mortgage Loan, which will be either a 30/360 Basis or an Actual/360 Basis (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 an REO Loan, on the Series Servicing Fee Percentage for each Series basis of the actual number of days to elapse from and the Adjusted 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 (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 Master Servicing Fee with respect to any Monthly Period not so allocated 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. Each 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, condemnation proceeds or Liquidation Proceeds allocable as recoveries of interest, to the Investor Certificates extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a particular Series Trust Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted by Section 3.05(a). 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 either Master Servicer's responsibilities and obligations under this Agreement or the transfer of all or a portion of either Master Servicer's right to receive the Excess Servicing Strip. Notwithstanding anything herein to the contrary, either Master Servicer (and its successors and assigns) may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip (in any event, in whole as to the entire portion of the Mortgage Pool serviced by it but not in part); provided that any assignee or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); and provided, further, that no transfer, sale, pledge or other assignment of the Excess Servicing Strip shall be paid made unless that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws; and provided, further, that in the event of any resignation or termination of Wells or KeyCorp in its capacity as x Xxster Servicer, all or any portion of the Excess Servicing Strip may be reduced by the Holder Trustee through a reduction in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans that were serviced by the resigned or terminated Master Servicer to the extent reasonably necessary (in the sole discretion of the Seller Certificate on Trustee) for the related Transfer Date Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and that requires market rate servicing compensation (including compensation necessary to pay primary servicing fees) that accrues at a per annum rate in no event excess of the sum of (i) 0.01% (one basis point) per annum, and (ii) with respect to any Serviced Mortgage Loan or Serviced REO Loan that is not primary serviced by Wells or KeyCorp, as the case may bx, xxe primary servicing fee rate, if any, for such Mortgage Loan or REO Loan. Wells or KeyCorp, as the case may bx, xxd each holder of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Strip shall, and Wells and KeyCorp hereby agrees, anx xxxh such holder of the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Strip effected by such Person, to indemnify the Certificateholders, the Trust, the Trustee Depositor, the Underwriters, the Trustee, the Custodian, any Fiscal Agent, the other Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the Investor Certificateholders foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep all information relating to the Trust and the Trust Fund and made available to it by the applicable Master Servicer confidential (except as permitted pursuant to clause (iii) below or, in the case of such Master Servicer, as contemplated hereby in the performance of its duties and obligations hereunder), (ii) not to use or disclose such information in any manner that could result in a violation of any Series be liable for the share provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Fee Strip or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder's auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Strip if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons' auditors, legal counsel and regulators. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person then acting as the applicable Master Servicer shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to any Monthly Period to be paid by Mortgage Loan or REO Loan, as the Holders case may be, the portion of the Seller Certificates Excess Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of the Excess Servicing Strip within one Business Day following the payment of such Master Servicing Fees to such Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Master Servicer. The holder of the Excess Servicing Strip shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. Each Master Servicer shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., Wells or KeyCorp, as the “Seller case may bx, xx any such third party) at such time and to the extent such Master Servicer is entitled to receive payment of its Master Servicing Fee”Fees hereunder, notwithstanding any resignation or termination of Wells or KeyCorp, as the case may bx, xxreunder (subject to reduction as provided above and in the next paragraph). The In the event that Wells or KeyCorp, as the case may bx, xx terminated or resigns as a Master Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 , it (and the reasonable fees its successors 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 assigns) will be entitled to retain the Excess Servicing Strip, except to the extent that any payment therefor other than portion of such Excess Servicing Strip is needed (as determined by the Servicing FeeTrustee in its sole discretion) to compensate any replacement Master Servicer for assuming the duties of Wells or KeyCorp, as the case may bx, xxder this Agreement. In respect of each Broker Strip Loan, the applicable Master Servicer shall, on a monthly basis, by the last day of the month following the month in which the applicable Master Servicer collected any related Broker Strip Interest, remit to the applicable Broker Strip Payee the amount of the Broker Strip Interest so collected.

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 Certificate Trust Termination Date and prior to the termination of the Issuer pursuant to Section 8.1 (with respect to each Due Period, the “Monthly 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 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 Adjusted 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 (the “Investor Servicing Fee”) 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 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 Seller Certificates (the “Seller 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. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphhereunder, the each 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 each REO Loan master serviced by it. 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 same interest accrual basis as that Mortgage Loan, which will be either a 30/360 Basis or an Actual/360 Basis (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 an REO Loan, on the Series 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 foregoing sentence notwithstanding, the Master 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 shall not accrue with respect to any Monthly Period will each be determined in accordance with Closing Date Deposit Mortgage Loan for the relevant Supplementinterest accrual period to which the related Closing Date Deposit relates. The portion of the Master Servicing Fee with respect to any Monthly Period not so allocated 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. Each 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 Investor Certificates extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a particular Series Trust Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted by Section 3.05(a). 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 either Master Servicer's responsibilities and obligations under this Agreement or the transfer of all or a portion of Master Servicer No. 1's right to receive the Excess Servicing Strip. Notwithstanding anything herein to the contrary, Midland (and its successors and assigns) may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip (in any event, in whole as to the entire portion of the Mortgage Pool serviced by it but not in part); provided that any assignee or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); and provided, further, that no transfer, sale, pledge or other assignment of the Excess Servicing Strip shall be paid made unless that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws; and provided, further, that in the event of any resignation or termination of Midland in its capacity as Master Servicer No. 1, all or any portion of the Excess Servicing Strip may be reduced by the Holder Trustee through a reduction in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans that were serviced by the resigned or terminated Master Servicer to the extent reasonably necessary (in the sole discretion of the Seller Certificate on Trustee) for the related Transfer Date Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and that requires market rate servicing compensation (including compensation necessary to pay primary servicing fees) that accrues at a per annum rate in no event excess of the sum of (i) 0.01% (one basis point) per annum and (ii) with respect to any Mortgage Loan or REO Loan that is not primary serviced by Midland, the primary servicing fee rate, if any, for such Mortgage Loan or REO Loan. Midland and each holder of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Strip shall, and Midland hereby agrees, and each such holder of the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Strip effected by such Person, to indemnify the Certificateholders, the Trust, the Trustee Depositor, the Underwriters, the Trustee, any Fiscal Agent, the other Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the Investor Certificateholders foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep all information relating to the Trust and the Trust Fund and made available to it by the applicable Master Servicer confidential (except as permitted pursuant to clause (iii) below or, in the case of such Master Servicer, as contemplated hereby in the performance of its duties and obligations hereunder), (ii) not to use or disclose such information in any manner that could result in a violation of any Series be liable for the share provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Fee Strip or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder's auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Strip if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons' auditors, legal counsel and regulators. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person then acting as Master Servicer No. 1 shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to any Monthly Period to be paid by Mortgage Loan or REO Loan, as the Holders case may be, the portion of the Seller Certificates Excess Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of the Excess Servicing Strip within one Business Day following the payment of such Master Servicing Fees to such Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Master Servicer. The holder of the Excess Servicing Strip shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. Master Servicer No. 1 shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., Midland, or any such third party) at such time and to the “Seller extent such Master Servicer is entitled to receive payment of its Master Servicing Fee”Fees hereunder, notwithstanding any resignation or termination of Midland hereunder (subject to reduction as provided above and in the next paragraph). The Servicer’s expenses include In the amounts due to the Trustee pursuant to Section 11.05 event that Midland is terminated or resigns as Master Servicer No. 1, it (and the reasonable fees its successors 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 assigns) will be entitled to retain the Excess Servicing Strip, except to the extent that any payment therefor other than portion of such Excess Servicing Strip is needed (as determined by the Servicing FeeTrustee in its sole discretion) to compensate any replacement Master Servicer for assuming the duties of Midland under this Agreement.

Servicing Compensation. 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 retain or withdraw from the Collection Account out of each payment or recovery of interest on a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the Termination of Mortgage Loan included in the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in Fund an amount equal to one-twelfth interest at the applicable Servicing Fee Rate on the Stated Principal Balance 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 Mortgage Loan as of the last day immediately preceding Distribution Date; provided, however, so long as Xxxxxx is the servicer of the prior Monthly PeriodMortgage Loans, (i) Xxxxxx, as servicer, shall be entitled to retain or withdraw from the Collection Account as its servicing fee the Xxxxxx Servicing Fee as of the immediately preceding Distribution Date and (bii) the average amount of Principal Receivables during the prior Monthly Period. The share of the Excess Servicing Fee allocable will be distributed 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 Seller Class CE Certificate on each Distribution Date. If the related Transfer Date and in no event shall the Trustservicing is transferred from Xxxxxx to a qualified successor servicer pursuant to this Agreement, the Trustee or the Investor Certificateholders of any Series be liable for the share of successor servicer will receive the Servicing Fee with respect (calculated using a per annum rate equal to 0.50%) and the Holder of the Class CE Certificate shall not be entitled to receive any Monthly Period Excess Servicing Fee. Additional servicing compensation in the form of any Excess Proceeds, late payment fees, assumption fees (i.e. fees related to be paid the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan)), modification fees, customary real estate referral fees, extension fees and similar fees payable by the Holders of the Seller Certificates (the “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 Mortgagor, any Prepayment Interest Excess and all other expenses incurred income and gain net of any losses realized from Permitted Investments in the Collection Account shall be retained by the Servicer to the extent not required to be deposited in connection with its activities hereunder; providedthe Collection Account pursuant to Sections 3.05 or 3.12(a) hereof. In addition, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or entitled to income and gain from amounts on deposit in the Certificate Owners arising under any tax law, Account during the period from the Servicer Remittance date to but not 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 therewiththe Business Day immediately preceding the related Distribution Date as described in Section 3.05(g). The Servicer shall be required to pay such all expenses incurred by it in connection with its servicing activities hereunder (including payment of any premiums for its own account hazard insurance, as required by Section 3.10 hereof and maintenance of the other forms of insurance coverage required by Section 3.10 hereof) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. In no event shall the Trustee be liable for any payment therefor other than Servicing Fee or for any differential between the Servicing FeeFee and the amount necessary to induce a successor servicer to act as successor servicer under this 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 payable in arrears on each Payment Date occurring after the initial Funding Date and on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. 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 ” 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 Adjusted 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 (the “Investor Servicing Fee”) of a particular Series with respect 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 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 Seller Certificates (the “Seller 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 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 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 Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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. 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 payable in arrears on each Payment Date on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. 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 ” 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 Adjusted 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) 4.75%, multiplied by (ii) the average amount aggregate Loan Principal Balance as of Principal Receivables during the prior Monthly PeriodInitial Cut-Off Date, multiplied by (iii) one-sixth. The share of the Servicing Fee allocable shall be payable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with respect 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 Seller Certificate on the 2018-2A 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 Seller Certificates (the “Seller 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 2018-2A 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 2018-2A 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 servicing fee (the Servicing Fee payable in arrears on each Payment Date on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. 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 ” 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 Adjusted 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 (the “Investor Servicing Fee”) of a particular Series with respect 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 Seller 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 Seller Certificates (the “Seller 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 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 Adjusted 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 “Investor Servicing Fee”) 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 Seller Certificate Transferor 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 Seller Certificates (the “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 FeeTransferor Securities.

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 Invested Amount and the CCA Invested Amount, if any, are 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 1997-10 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor and each Additional Cash Collateral Depositor (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1997-10 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1997-10 Certificateholders, the Cash Collateral Depositor or the Investor Certificateholders of any Series Additional Cash Collateral Depositor be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”)Sellers. The Servicer’s expenses include the amounts due (i) Class A 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 4.06(a)(iii) or (c)(iii), as the reasonable fees and disbursements of independent public accountants and all other expenses incurred by case may be, (ii) Class B Monthly Servicing Fee shall be payable to the Servicer in connection with its activities hereunder; providedsolely to the extent amounts are available for distribution pursuant to Section 4.06(b)(ii) or (d)(ii), that as the case may be, and (iii) CCA Monthly Servicing Fee shall be payable to the Servicer shall not be liable solely to the extent amounts are available 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 distribution pursuant to comply therewithSection 4.09(e). 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 Adjusted 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 Annex B payable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with respect 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 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 Seller Certificates (the “Seller 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 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 Invested Amount and the CCA Invested Amount, if any, are 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 1999-5 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor and each Additional Cash Collateral Depositor (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1999-5 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1999-5 Certificateholders, the Cash Collateral Depositor or the Investor Certificateholders of any Series Additional Cash Collateral Depositor be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”)Sellers. The Servicer’s expenses include the amounts due (i) Class A 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 4.06(a)(iii) or (c)(iii), as the reasonable fees and disbursements of independent public accountants and all other expenses incurred by case may be, (ii) Class B Monthly Servicing Fee shall be payable to the Servicer in connection with its activities hereunder; providedsolely to the extent amounts are available for distribution pursuant to Section 4.06(b)(ii) or (d)(ii), that as the case may be, and (iii) CCA Monthly Servicing Fee shall be payable to the Servicer shall not be liable solely to the extent amounts are available 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 distribution pursuant to comply therewithSection 4.09(e). 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 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 Invested Amount and the CCA Invested Amount, if any, are 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 1997-8 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor and each Additional Cash Collateral Depositor (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1997-8 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1997-8 Certificate-holders, the Cash Collateral Depositor or the Investor Certificateholders of any Series Additional Cash Collateral Depositor be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”)Sellers. The Servicer’s expenses include the amounts due (i) Class A 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 4.06(a)(iii) or (c)(iii), as the reasonable fees and disbursements of independent public accountants and all other expenses incurred by case may be, (ii) Class B Monthly Servicing Fee shall be payable to the Servicer in connection with its activities hereunder; providedsolely to the extent amounts are available for distribution pursuant to Section 4.06(b)(ii) or (d)(ii), that as the case may be, and (iii) CCA Monthly Servicing Fee shall be payable to the Servicer shall not be liable solely to the extent amounts are available 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 distribution pursuant to comply therewithSection 4.09(e). 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 beginning with the Termination of the Trust pursuant to Section 12.01first Monthly 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 Adjusted Investor Interest Invested 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 Period or, in the case of the first Monthly Period, as of the Closing Date) and (bb)(i) the average sum of (A) the amount of Principal Receivables during on the prior first day of the Monthly Period preceding such Distribution Date (or, in the case of the first Monthly Period, the Closing Date) and (B) the amount of Receivables on the last day of the Monthly Period preceding such Distribution Date divided by (ii) two. 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 (the “Monthly Servicing Fee”) shall be determined in accordance with the relevant Indenture Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated paid pursuant to the Investor Certificates of a particular Series preceding sentence shall be paid by the Holder Holders of the Seller Certificate Transferor Certificates on the related Transfer Distribution Date and in no event shall the Trust, the O/C Holder, the Owner Trustee (as such or in its individual capacity), the Investor Certificateholders Indenture Trustee, the Note Administrator, the Certificate Administrator, the Certificate Trustee, the Noteholders 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 Seller Certificates (the “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 FeeTransferor Certificates.

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 Adjusted 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 “Investor Servicing Fee”) 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 Seller Certificate Transferor 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 Seller Certificates (the “Seller Servicing Fee”)Transferor Securities. 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.3.3

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 Adjusted 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 “Investor Servicing Fee”) 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 Seller Certificate Transferor 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 Seller Certificates (the “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 FeeTransferor Certificates.

Servicing Compensation. As full compensation for its servicing activities hereunder and under any Supplement or PI Agreement, 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”") in respect of each Series and Purchased Interest, payable in arrears on each Distribution Date in respect of each Distribution Period (or portion thereof) during which that Series or Purchased Interest is outstanding. The Servicing Fee in respect of any Series or Purchased Interest shall be payable solely as provided in the related Supplement or PI Agreement. Unless otherwise provided in the applicable Supplement or PI Agreement, the Servicing Fee payable with respect to each Monthly any Series or Purchased Interest shall be calculated as follows. At any time when Big Flower or any of its Affiliates is Servicer, the Servicing Fee for any Distribution Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount 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 Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such Series2%, 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 Distribution Period, multiplied by (c) the applicable Series Collection Allocation Percentage. If Big Flower ceases to be Servicer, the Servicing Fee for a Successor Servicer that is not a Big Flower 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 Distribution 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% of the aggregate Unpaid Balance of the Receivables during as measured on the prior Monthly first Business Day of the Distribution 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 (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 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 Seller Certificates (the “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 other provisions of independent public accountants this Agreement, and all other fees and expenses incurred that are not expressly stated in this Agreement, any Series Supplement or any PI Agreement to be payable by the Servicer in connection with its activities hereunder; providedTrust or Transferor, 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 the Trust, 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. 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 payable in arrears on each Payment Date on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. 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 ” 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 Adjusted 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) 4.75%, multiplied by (ii) the average amount aggregate Loan Principal Balance as of Principal Receivables during the prior Monthly PeriodInitial Cut-Off Date, multiplied by (iii) one-sixth. The share of the Servicing Fee allocable shall be payable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series with respect 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 Seller Certificate on the 2021-1A 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 Seller Certificates (the “Seller 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 2021-1A 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 2021-1A 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 “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 product result of (a) 1% multiplied by (b) the weighted average aggregate principal amount of the Series Servicing Fee Percentages with respect to each Dealer Notes 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) such Due Period and multiplied by (bc) the average amount of Principal Receivables during the prior Monthly Series 2000-VFC Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to Investor Certificates the Series 2000-VFC Certificateholders with respect to any Transfer Date (the “Investor Servicing Fee”) shall be equal to the product of a particular Series (a) the Monthly Servicing Fee and (b) the Floating Allocation Percentage with respect to any Monthly Period will each be determined in accordance with the relevant Supplementsuch Due Period. 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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 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 [ ] 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 [ ] Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Series [ ] Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Series [ ] Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the Series [ ] Invested Amount as of the last day of the Due Period prior second preceding such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Series [ ] Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Series [ ] 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 Banks shall pay a portion of the Trust pursuant Servicing Fee with respect 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 Adjusted 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 [ ] Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee or the Investor Series [ ] 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 Seller Certificates (the “Seller Servicing Fee”)Banks. The Servicer’s expenses include the amounts due (i) Series [ ] 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)(i). 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 share of the immediately following paragraph, Monthly Servicing Fee allocable to the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) Series 1997-1 Certificateholders with respect to each any Distribution Date (the "Investor Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount Servicing Fee") 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 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 daily Aggregate Investor Amount for the prior related Monthly Period. The share of the Investor Monthly Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series Senior Classes with respect to any Monthly Period will each Distribution Date (the "Senior Class Servicing Fee") shall be determined in accordance with equal to the relevant Supplement. The portion product of (a) the sum of the Floating Allocation Percentages for all Senior Classes divided by the sum of the Floating Allocation Percentages for all Classes, in each case with respect to the related Monthly Period, and (b) the Investor Monthly Servicing Fee with respect to any such Distribution Date. The share of the Investor Monthly Period not so allocated Servicing Fee allocable to the Subordinate Class with respect to any Distribution Date (the "Subordinate Class Servicing Fee") shall be equal to the product of (a) the Floating Allocation Percentage for the Subordinate Class divided by the sum of the Floating Allocation Percentages for all Classes, in each case with respect to the related Monthly Period, and (b) the Investor Certificates Monthly Servicing Fee with respect to such Distribution Date. The Senior Class Servicing Fee, that portion of a the Senior Class Servicing Fee payable in respect of any particular Senior Class and the Subordinate Class Servicing Fee shall be payable solely to the extent amounts are available for distribution in respect thereof pursuant to this Series Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Holder of Transferor or from amounts allocable to other Series (as provided in the Seller Certificate on Master Pooling and Servicing Agreement and the related Transfer Date Supplements relating to such other Series) and in no event shall the Trust, the Trustee or the Investor Series 1997-1 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 of the Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the Transferor or from amounts due allocable 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 FeeSeries.

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 Adjusted 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 (the “Investor Servicing Fee”) 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 Seller 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 Seller Certificates (the “Seller 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.

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 Adjusted 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 2001-A Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates (the “Investor Servicing Fee”) of a particular Series 2001-A Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to 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 Seller Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Series 2001-A 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 2001-A 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 Seller Certificates (the “Seller 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 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 the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder4.10(b); provided, that further, that, to the Servicer shall not be liable for 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 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 Invested Amount and the CCA Invested Amount, if any, are 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 1997-7 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to each any Distribution Date (the "Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period prior second preceding such Distribution Date and (c) the Class A Invested Percentage with respect to such Distribution Date; provided, however, with respect to the Termination first Distribution Date, the Class A Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A 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 and provided further, that with respect to the first Distribution Date of the Trust pursuant related Due Period in which an Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be increased by an amount equal to Section 12.01the product of (a) the Net Servicing Fee Rate, payable monthly (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class A Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date and (c) the Class B Invested Percentage with respect to such Distribution Date; provided, however, with respect to the first Distribution Date, the Class B Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the related Transfer Class B 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 and provided further, that with respect to the first Distribution Date of the related Due Period in which an Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be increased by an amount equal to the product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of which is 30 minus the actual number of days in the period from and including the fifteenth day of the calendar month in which such Additional Issuance Date occurs to but excluding such Additional Issuance Date and the denominator of which is 360, times (c) the increase in the Invested Amount after giving effect to the related Additional Issuance and (d) the Class B Invested Percentage with respect to such Distribution Date. The share of the Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor and each Additional Cash Collateral Depositor (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date relating to the Early Amortization Period, following the Distribution Date on which the Class A Invested Amount and the Class B Invested Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if any, as of the last day of the Due Period second preceding such Distribution Date. On each Distribution Date, the Sellers 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 Adjusted 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 1997-7 Allocation Percentage for the prior Monthly related Due 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 Seller Certificate on the related Transfer Date and in In no event shall the Trust, the Trustee Trustee, the Series 1997-7 Certificate-holders, the Cash Collateral Depositor or the Investor Certificateholders of any Series Additional Cash Collateral Depositor be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Seller Certificates (the “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 FeeSellers.

Servicing Compensation. As full compensation for its servicing activities hereunder The share of the Servicing Fee allocable to the Series 2001-2 Certificateholders 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”) Collateral Interest Holder with respect to each any Distribution Date (the "Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount Servicing Fee") 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 the Series Servicing Fee Percentage for each Series and b) the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such SeriesInvested Amount, in each case if any, as of the last day of the prior Monthly Period) and Period preceding such Distribution Date (the amount calculated pursuant to this clause (b) is referred to as the average amount "Servicing Base Amount"); provided, however, with respect to the first Distribution Date, the Monthly Servicing Fee (the "Initial Servicing Fee") shall be equal to $1,933,333.33. On each Distribution Date, but only if a Seller or The Bank of Principal Receivables during New York is the prior Servicer, Servicer Interchange with respect to the related Monthly 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 Monthly Servicing Fee with respect to such Monthly Period. In the case of any insufficiency of Servicer Interchange on deposit in the Collection Account, a portion of the Monthly Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. The share of the Monthly Servicing Fee allocable to Investor Certificates the Class A Certificateholders (after giving effect to the “Investor Servicing Fee”distribution of Servicer Interchange, if any, to the Servicer) of a particular Series with respect to any Monthly Period will each Distribution Date (the "Class A Servicing Fee") shall be determined in accordance equal to one-twelfth of the product of (a) the Class A Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the relevant Supplementfirst Distribution Date, the Class A Servicing Fee shall be equal to $981,770.83. The portion share of the Monthly Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Class B Servicing Fee shall be equal to $120,833.33. The share of the Monthly Servicing Fee allocable to the Collateral Interest Holder (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to such Distribution Date (the "Collateral Servicing Fee") shall be equal to one-twelfth of the product of (c) the Collateral Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Collateral Servicing Fee shall be equal to $105,729.17. The 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 Sellers or the Certificateholders of the Seller Certificate on other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee Trustee, the Series 2001-2 Certificateholders or the Investor Certificateholders of any Series Collateral Interest Holder be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Sellers or the Certificateholders of the Seller Certificates (the “Seller Servicing Fee”)any other Series. The Servicer’s expenses include the amounts due (i) Class A 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 hereunder4.05(a)(ii), 4.07(a) or 4.08(a); 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 ii) Class B Servicing Fee shall be required payable solely to pay such expenses the extent amounts are available for its own account distribution in respect thereof pursuant to Section 4.05(b)(iii), 4.07(c) or 4.08(b); and (iii) Collateral Servicing Fee shall not be entitled payable solely to any payment therefor other than the Servicing Feeextent amounts are available for distribution in respect thereof pursuant to Section 4.05(c)(i) or 4.07(f).

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 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 each Mortgage Loan, each Companion Loan and REO Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan, Companion Loan and REO Loan, the Investor Certificates of a particular Series Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be paid by computed on the Holder basis of the Seller Certificate Stated Principal Balance of such Mortgage Loan or Companion Loan, as the case may be, and in the same manner as interest is calculated on the related Transfer Date and Mortgage Loans or Companion Loan, as the case may be, 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, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part. The Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account or the Simon Collection Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of modification, waiver, consent and defeasance fees pursuant to Section 3.08(f), provided the consent of the Special Servicer is not required to take such action (other than with respect to defeasances) and (ii) 50% of all application, assumption, waiver and consent fees pursuant to Section 3.08(a) on the Non-Specially Serviced Mortgage Loans, to the extent that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, 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 required to deposit such amounts in the Certificate Account or the Simon Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(c), the Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges accrued on Mortgage Loans during the period said Mortgage Loans were Non-Specially Serviced Mortgage Loans, but only to the extent actually paid by the related Mortgagor and to the extent that all interest on related Advances and all additional Trust Fund expenses (other than Special Servicing Fees) payable with respect to such Mortgage Loan have been paid since the Closing Date, (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account and the Simon Collection Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid by the Holders of the Seller Certificates (the “Seller Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 Mortgagor and (iv) the reasonable fees difference, if positive, between Prepayment Interest Excess and disbursements of independent public accountants and all other expenses incurred by Prepayment Shortfalls collected on the Servicer in connection with its activities hereunder; provided, that Mortgage Loans during 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)related Due Period. 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 or the Simon Collection Account, and the Servicer shall not be entitled to any payment reimbursement therefor other than the Servicing Feeexcept as expressly provided in this 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 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 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 Floating Allocation Percentage with respect to such Due Period. The share remainder of the Monthly 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 Seller Certificate on the related Transfer Date 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 Seller Certificates (the “Seller 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 Fee.Servicer. ARTICLE IV RIGHTS OF SERIES 1997-1 CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

Servicing Compensation. As full compensation for its servicing activities hereunder The share of the Servicing Fee allocable to the Series 2000-4 Certificateholders 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”) Collateral Interest Holder with respect to each any Distribution Date (the "Monthly Period prior to the Termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount Servicing Fee") 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 the Series Servicing Fee Percentage for each Series and b) the Adjusted Investor Interest (or such other amount as specified in the related Supplement) of such SeriesInvested Amount, in each case if any, as of the last day of the prior Monthly Period) and Period preceding such Distribution Date (the amount calculated pursuant to this clause (b) is referred to as the average amount "Servicing Base Amount"); provided, however, with respect to the first Distribution Date, the Monthly Servicing Fee (the "Initial Servicing Fee") shall be equal to $333,333.33. On each Distribution Date, but only if the Seller or The Bank of Principal Receivables during New York is the prior Servicer, Servicer Interchange with respect to the related Monthly 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 Monthly Servicing Fee with respect to such Monthly Period. In the case of any insufficiency of Servicer Interchange on deposit in the Collection Account, a portion of the Monthly Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. The share of the Monthly Servicing Fee allocable to Investor Certificates the Class A Certificateholders (after giving effect to the “Investor Servicing Fee”distribution of Servicer Interchange, if any, to the Servicer) of a particular Series with respect to any Monthly Period will each Distribution Date (the "Class A Servicing Fee") shall be determined in accordance equal to one-twelfth of the product of (a) the Class A Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the relevant Supplementfirst Distribution Date, the Class A Servicing Fee shall be equal to $169,270.83. The portion share of the Monthly Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Class B Servicing Fee shall be equal to $20,833.33. The share of the Monthly Servicing Fee allocable to the Collateral Interest Holder (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to such Distribution Date (the "Collateral Servicing Fee") shall be equal to one-twelfth of the product of (c) the Collateral Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Collateral Servicing Fee shall be equal to $18,229.17. The 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 Seller or the Certificateholders of the Seller Certificate on other Series (as provided in the related Transfer Date Supplements) and in no event shall the Trust, the Trustee Trustee, the Series 2000-4 Certificateholders or the Investor Certificateholders of any Series Collateral Interest Holder be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Certificateholders of the Seller Certificates (the “Seller Servicing Fee”)any other Series. The Servicer’s expenses include the amounts due (i) Class A 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 hereunder4.05(a)(iii), 4.07(a) or 4.08(a); 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 ii) Class B Servicing Fee shall be required payable solely to pay such expenses the extent amounts are available for its own account distribution in respect thereof pursuant to Section 4.05(b)(ii), 4.07(c) or 4.08(b); and (iii) Collateral Servicing Fee shall not be entitled payable solely to any payment therefor other than the Servicing Feeextent amounts are available for distribution in respect thereof pursuant to Section 4.05(c)(i) or 4.07(f).

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 the Series Servicing Fee Percentage for each Series and b) (i) the Adjusted Investor Interest (or such other amount as specified in Invested Amount at 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 (the “Investor Servicing Fee”) 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 Seller Certificate on Transferor 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 Seller Certificates (Transferor Certificate, holders of Participations or the “Seller 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.