Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesSecuritized Utility Tariff Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization the Securitized Utility Tariff Bonds for so long as Consumers Energy Evergy Missouri West or an Affiliate of Consumers Energy Evergy Missouri West is the Servicer or (ii) if Consumers Energy Evergy Missouri West or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture TrusteeTrustee acting at the direction of the Holders of a majority of the Securitized Utility Tariff Bonds, provided, provided that the Servicing Fee such fee shall not exceed 0.750.60% of the aggregate initial principal amount of all Securitization Bondsthe Securitized Utility Tariff Bonds unless such higher rate is approved by the MPSC, plus, in either case, reasonable out-of-pocket administrative expenses to cover the Servicer’s incremental costs and expenses in servicing the Securitized Utility Tariff Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Securitized Utility Tariff Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except Date (provided that the amount of the Servicing Fee to first payment may be paid on the adjusted for a longer or shorter first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectPeriod). The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Securitized Utility Tariff Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the TariffCustomers; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the any Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Securitized Utility Tariff Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed an Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

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

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesBonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) for so long as Kentucky Power or an Affiliate of Kentucky Power is the Servicer, 0.05% of the aggregate initial principal amount of all Securitization Outstanding Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or neither Kentucky Power nor any of its Affiliates is not the Servicer, an amount agreed upon by the Successor successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall Trustee not to exceed 0.750.60% of the aggregate initial principal amount of all Securitization Outstanding Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually madeBonds. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for printing, attorneys, accountants, printing accountants or other professional services retained by by, and other incremental out-of-pocket third-party costs of, the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic DocumentsDocuments (“Reimbursable Servicing Expenses”). Except for It is expressly acknowledged that the amounts payable pursuant payment of fees to the prior sentenceRating Agencies shall be at the expense of the Issuer and that, if the Servicer advances such payments to the Rating Agencies, such advancements shall be required to pay all other costs constitute Reimbursable Servicing Expenses and expenses incurred by the Issuer shall reimburse the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator)advances. (b) The Servicing Fee set forth in Section 6.06(a) and any Reimbursable Servicing Expenses shall be paid to the Servicer by the Indenture Trustee, semi-annually with half of the Servicing Fee being paid on each Payment Date (which amount will be pro-rated for the first and final Payment Dates) in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee or Reimbursable Servicing Expenses not paid on any such date shall be added to the Servicing Fee or Reimbursable Servicing Expenses, as applicable, payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee Fee, Reimbursable Servicing Expenses or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except Other than Reimbursable Servicing Expenses and except as otherwise expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders, but excluding any costs and expenses incurred by Kentucky Power in its capacity as Administrator) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive a monthly servicing fee in respect of any Monthly Period prior to the Issuer for filing fees and fees and expenses for attorneystermination of the Trust pursuant to Section 12.01 (with respect to each Monthly Period, accountants, printing or other professional services retained by the Issuer and paid for by "Monthly Servicing Fee"). The share of the Servicer Monthly Servicing Fee allocable to each Series of Investor Certificateholders with respect to any Monthly Period (or procured by portion thereof) shall be payable on the Servicer on behalf related Transfer Date and, with respect to each Series (unless otherwise provided in the related Supplement), shall be equal to one-twelfth of the Issuer and paid for by product of (A) the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The applicable Series Servicing Fee set forth in Section 6.06(aPercentage per annum and (B) the Invested Amount of such Series as of the last day of the Monthly Period preceding such Transfer Date (the "Investor Monthly Servicing Fee") and shall be paid to the Servicer pursuant to Article IV. The servicing fee payable by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) Holder of the Indenture, by wire transfer Exchangeable Transferor Certificate shall be equal to the product of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion one-twelfth of the product of (A) the Transferor Interest and (B) the weighted average of the Series Servicing Fee not paid Percentages with respect to each Series of Investor Certificates then outstanding (the "Monthly Transferor Servicing Fee"). The Monthly Servicing Fee shall equal the sum of (x) the aggregate amount of Investor Monthly Servicing Fees with respect to each Series then outstanding and (y) the Monthly Transferor Servicing Fee. The Investor Monthly Servicing Fee with respect to any Series is payable in arrears on the related Transfer Date (unless otherwise provided in the related Supplement) and the Monthly Transferor Servicing Fee is payable in arrears no later than the last Transfer Date with respect to any such date Series occurring in a Monthly Period. The Monthly Transferor Servicing Fee and, unless otherwise provided in a Supplement, each Investor Monthly Servicing Fee, shall be added calculated on the basis of a 360-day year consisting of twelve 30-day months. The Servicer's expenses include the amounts due to the Servicing Fee payable on Trustee pursuant to Section 11.05 and the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment reasonable fees and disbursements of any Servicing Fee or independent public accountants and all other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (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 fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on the 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 any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Series A Bonds for so long as Consumers Energy Public Service Company of New Mexico or an Affiliate of Consumers Energy Public Service Company of New Mexico is the Servicer or (ii) if Consumers Energy Public Service Company of New Mexico or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the annual Servicing Fee shall not exceed 0.750.60% of the aggregate initial principal amount of all Securitization Series A Bonds, unless the Commission has approved the appointment of the Successor Servicer or the Commission does not act to either approve or disapprove such appointment on or before the date which is 45 days after notice of the proposed appointment of the Successor Servicer is provided to the Commission in the same manner substantially as provided in Section 8.01(c). The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Series A Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that for the amount of the Servicing Fee to be paid on the first Payment Date shall in which the Servicing Fee then due will be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic DocumentsDocuments (“Reimbursable Expenses”). Except for the amounts payable pursuant to the prior sentencesuch Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy Public Service Company of New Mexico in its capacity as Administrator). It is expressly acknowledged that the payment of fees to the Rating Agencies shall be at the expense of the Issuer and that, if the Servicer advances such payments to the Rating Agencies, the Issuer shall reimburse the Servicer for any such advances. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except The Servicer and the Issuer acknowledge and agree that the Servicer’s actual collections of Series Charges on some days might exceed the Servicer’s deemed collections, and that the Servicer’s actual collections of Series Charges on other days might be less than the Servicer’s deemed collections. The Servicer and the Issuer further acknowledge and agree that the amount of these variances are likely to be small and are not likely to be biased in favor of over-remittances or under-remittances. Consequently, so long as expressly the Servicer faithfully makes all daily remittances based on weighted average days sales outstanding, as provided elsewhere for herein, the Servicer and the Issuer agree that no actual or deemed investment earnings shall be payable in this Servicing Agreementrespect of such over-remittances or under-remittances. However, the Servicer shall be required remit at least annually to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other PersonIndenture Trustee, for the benefit of the Issuer, any taxes imposed on the Servicer and any expenses incurred late charges received from Customers in connection with reports to Holders) out respect of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement thereforSeries Charges. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order. (e) Any services required for or contemplated by the performance of the above-referenced services by the Servicer to be provided by unaffiliated third parties may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Servicer at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Servicer and reimbursed by the Issuer in accordance with Section 6.06(a), or otherwise as the Servicer and the Issuer may mutually arrange.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization ChargesOn or prior to each Reporting Date, the Servicer Seller shall receive provide Holdings, in an annual fee electronic format, a monthly report containing data elements detailing all Holdings Economics, Excess Servicing Fees, the Holdings Expenses and the Seller Economics (the “Servicing FeeReconciliation Report”) as set forth in an amount equal the related 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 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) 0.05% Holdings does not pay all non-disputed amounts of the aggregate initial principal amount 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 all Securitization Bonds for so long as Consumers Energy or an Affiliate Seller notifying Holdings of Consumers Energy is the Servicer or such amounts being owed) and (ii) if Consumers Energy or any the Seller provided Holdings at least two (2) Business Days’ prior notice of its Affiliates intention to net such non-disputed amounts, the Seller is not entitled net and retain all such non-disputed amounts of the ServicerSeller Economics from the applicable remittance Seller makes to Holdings pursuant to Section 2.8(f); provided, an amount agreed upon by the Successor Servicer and the Indenture Trustee, providedfurther, that the Servicing Fee shall Seller may not exceed 0.75% 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 aggregate initial principal amount Seller Economics, the parties shall follow the procedures set forth in Section 4.3 for resolution of all Securitization Bondsdisputes to the extent not otherwise resolved. The Servicing Fee owing shall be calculated based on Following the initial principal amount transactions contemplated under Section 7 of the Securitization Bonds and shall be paid semi-annuallyNew RMSR Agreement, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement if there has been a Material Change, the parties shall agree to an Adjusted Fee Rate calculated in effect. accordance with Exhibit U. The Servicer also Seller shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment chargesamounts, if any, collected from Customers to the extent consistent paid, allowed to a servicer from time to time by any governmental or quasi-governmental programs or PMI Companies, as applicable, for engaging in Loss Mitigation with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance respect to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually madeMortgage Loans. In addition, the Servicer Holdings shall be entitled to the Float Benefit, which amounts shall be reimbursed remitted by the Issuer Seller to Holdings as part of Holdings Economics pursuant to Section 2.8(f). The Seller shall be entitled to Ancillary Income and, 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 a quarterly basis in an acceptable searchable electronic format that allows for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained comparison of the current schedule of Ancillary Income against the schedule of Ancillary Income from the prior quarterly period. Unless separate reporting is requested by the Issuer and paid for by Purchasers, Seller may combine any reporting with respect to Ancillary Income required to be delivered hereunder with the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) reports it delivers to meet the Issuer’s obligations any NRZ O/S Entity under the Basic Documentsany NRZ Subservicing Agreement. Except for the amounts payable pursuant to the prior sentenceas otherwise set forth in this Addendum, the Servicer Seller and each Purchaser shall each be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (buteach, for the avoidance of doubtrespectively, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (their respective performance of obligations hereunder, including any fees but not limited to their respective overhead costs and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement thereforemployee salaries. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual A monthly servicing fee (the “Servicing Fee”) shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Due Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Termination Date and the first Distribution Date on which the Series 2009 Invested Amount is zero, in the aggregate amount specified below. On each Distribution Date, Servicer Interchange with respect to 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 2009 Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Series 2009 Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the “Series 2009 Monthly Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the Series 2009 Invested Amount as of the last day of the Due Period second preceding such Distribution Date; provided, however, with respect to the first Distribution Date, the Series 2009 Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Series 2009 Initial Invested Amount at the Net Servicing Fee Rate for the period from the Closing Date to but excluding the first Distribution Date, calculated on the basis of a 360-day year of twelve 30-day months. On each Distribution Date, the Seller shall pay a portion of the Servicing Fee with respect to the related Due Period in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (iia) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% Rate, (b) the Seller’s Participation Amount as of the aggregate initial principal amount last day of all Securitization Bonds. The Servicing Fee owing shall be calculated based the Due Period second preceding such Distribution Date (or, if a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10 of the Agreement occurs in the following Due Period, the weighted average of the Seller’s Participation Amount on the initial principal amount date on which such Lump Addition or removal of Accounts occurs (after giving effect thereto) and the last day of the Securitization Bonds second preceding Due Period) and (c) the Series 2009 Allocation Percentage for the related Due Period. In no event shall the Trust, the Trustee or the Series 2009 Certificateholders be paid semi-annually, with half of liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectSeller. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Series 2009 Monthly Servicing Fee shall be determined without regard payable to the income of the Issuer, shall not be deemed to constitute distributions Servicer solely to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject extent amounts are available for distribution pursuant to the limitations on such expenses set forth in the Financing OrderSection 4.05(a)(ii).

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder (with the Collection exception of Clause 2.1(f)) and as reimbursement for any expense incurred by it in Full of the Securitization Chargesconnection therewith, the Servicer and any Co-Servicer shall be entitled to receive an annual from the Beneficiaries (in each case solely to the extent of payments made by the Beneficiaries utilising Trust Property allocated with respect thereto as provided in this Agreement, the Declaration of Trust and Trust Cash Management Agreement and in any Supplement and subject to Clause 2.2(d)) a servicing fee (the “Servicing Fee”"SERVICING FEE") with respect to each Monthly Period, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (i) 0.05% 0.75 per cent. (or, if Barclays Bank PLC is Servicer, such other percentage as shall be agreed between the Beneficiaries PROVIDED THAT (a) each Rating Agency has confirmed in writing that such proposed percentage will not result in a downgrade or withdrawal of its then current rating of any outstanding Related Debt and (b) the Beneficiaries have obtained an Opinion of Counsel that such proposed agreement to alter the percentage will not prejudice the Tax treatment of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy Receivables Trust or an Affiliate of Consumers Energy is the Servicer or Beneficiaries) and (ii) the average daily aggregate Outstanding Face Amount of Principal Receivables during such Monthly Period. Any amount payable under this Clause 2.2(a) shall be inclusive of VAT thereon, if Consumers Energy or any of its Affiliates is not the Servicerapplicable, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% application of section 89 of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing Value Added Tax Act 1994 shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiexcluded in relation thereto. Any Co-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf such portion of the Issuer and paid for by Servicing Fee as shall be specified in the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable relevant Accession Notice pursuant to the prior sentence, the which such Co-Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator)is appointed. (b) The share of the Servicing Fee set forth in Section 6.06(a) shall be paid payable to the Servicer and any Co-Servicer which is to be met from payments made by the Indenture Trustee, on Investor Beneficiaries of a particular Series with respect to each Payment Date Monthly Period (the "INVESTOR SERVICING FEE" with respect to such Series) will be determined in accordance with the priorities set forth in Section 8.02(erelevant Supplement. (c) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any The portion of the Servicing Fee (the "TRANSFEROR SERVICING FEE") with respect to any Monthly Period not paid on to be met from payments made by the Investor Beneficiaries of a particular Series pursuant to any such date related Supplement shall be added paid by each Transferor Beneficiary to the Servicing Fee payable extent of its pro rata share from the Transferor Finance Charge Amount and Transferor Acquired Interchange Amount or other Trust Property allocable to such Transferor Beneficiary on the subsequent Payment related Transfer Date. In no event shall the Indenture Trustee Investor Beneficiaries of any Series be liable to the Servicer or any Co-Servicer for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; providedwith respect to any Monthly Period to be met from payments to be made by any Transferor Beneficiary from Trust Property allocated to such Transferor Beneficiary, PROVIDED, HOWEVER, that this Section 6.06 does the amount of Transferor Servicing Fee to be paid by each Transferor Beneficiary in any Monthly Period shall not relieve exceed its pro rata share of the Indenture Trustee aggregate amount of any duties it has to allocate funds for payment the Transferor Finance Charge Amount and Transferor Acquired Interchange Amount for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement thereforMonthly Period. (d) The foregoing With respect to any Monthly Period throughout which the Servicer is Barclays Bank Plc, any part of the Servicing Fee constitutes a fair and reasonable compensation for the obligations to such Monthly Period which would (apart from this Clause 2.2(d)) be performed payable by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, Barclays Bank PLC in its capacity as Transferor Beneficiary shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer payable (and an appropriate apportionment shall be considered a fixed Operating Expense made for any Monthly Period where Barclays Bank plc is the Servicer for part only of the Issuer subject to the limitations on such expenses set forth in the Financing OrderMonthly Period).

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a servicing fee prior to the termination of the Trust pursuant to Section 12.01 (the “"Servicing Fee”) "), ------------- ------------- payable on the dates specified in an amount the applicable Supplement, equal to the product of (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or one-twelfth, (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed weighted average Servicing Fee Percentage (based upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% Percentage for each Series and the Invested Amount thereof), and (iii) the daily average Aggregate Unpaid Balance of Receivables in the aggregate initial principal amount of all Securitization BondsTrust with respect to the related Accrual Period. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half share of the Servicing Fee being allocable to each Series with respect to any date of payment generally shall be equal to the product of (i) one-twelfth, (ii) the applicable Servicing Fee Percentage for such Series and (iii) the Invested Amount of such Series as of the date of determination for such payment as specified in the applicable Supplement. The remainder of the Servicing Fee, which shall be allocable to the Transferor as Holder of the Transferor Certificate, shall be paid on each Payment Dateby the Transferor from Collections allocated to the Transferor's Interest, except that and in no event shall the amount Trust, the Trustee, any Enhancement Provider or the Investor Certificateholders be liable for the share of the Servicing Fee to be paid on by the first Payment Date Transferor. Any Servicing Fees shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled payable to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance solely pursuant to the Collection Account terms of, and (B) all late payment charges, if any, collected from Customers to the extent consistent amounts are available for payment as provided in, Article IV and each Supplement. ---------- (b) In the event a Successor Servicer is appointed pursuant to Section ------- 10.02, the Servicing Fee Percentage with respect to each Series with respect to ----- such Successor Servicer shall be equal to the TariffServicing Fee Percentage with respect to such Series in effect immediately prior to the appointment of such Successor Servicer or, if higher, the current market rate for servicing receivables similar in nature to the Receivables; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter -------- ------- servicing fees attributable to CompuCom as Servicer and to another Person as Successor Servicer may be bifurcated and distributed in the Servicer will be required to pay to manner provided in the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenturerelated Supplement. (c) Except as expressly provided elsewhere in this Servicing AgreementThe Servicer's expenses include expenses related to enforcement of the Receivables, the Servicer shall be required amounts due to pay from its own account the Trustee pursuant to Section 11.05, the ------------- reasonable fees and disbursements of independent accountants, the amounts due to the Lock-Box Banks and the Wire Transfer Receipt Account Banks, all other expenses incurred by the Servicer in connection with its activities hereunder (including hereunder, and all other fees and expenses of the Trust not expressly stated herein to be for the account of the Certificateholders; provided that in no event shall the -------- Servicer be liable for any fees to and disbursements by its accountants federal, state or counsel local income or franchise tax, or any other Personinterest or penalties with respect thereto, any taxes imposed assessed on the Trust, the Trustee or the Certificateholders except as expressly provided herein. In the event that the Servicer and any expenses incurred in connection with reports fails to Holders) out of pay the compensation retained by or paid amounts due to it the Trustee pursuant to this Section 6.0611.05, 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 expenses for its own account and shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesRecovery Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization the Recovery Bonds for so long as Consumers Energy PG&E or an Affiliate of Consumers Energy PG&E is the Servicer or (ii) if Consumers Energy PG&E or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, providedprovided that such fee must be approved by the CPUC, that plus, in either case, reasonable out-of-pocket expenses to cover the Servicing Fee shall not exceed 0.75% of Servicer’s incremental costs and expenses in servicing the aggregate initial principal amount of all Securitization Recovery Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Recovery Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except Date (provided that the amount of the Servicing Fee to first payment may be paid on the adjusted for a longer or shorter first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectPeriod). The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the TariffConsumers or ESPs; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the any Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Recovery Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 8.02(e) of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed an Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization CRR Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Consumer Rate Relief Bonds for so long as Consumers Energy APCo or an Affiliate of Consumers Energy APCo is the Servicer or (ii) if Consumers Energy APCo or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, provided that the Servicing Fee shall not exceed 0.75any amount in excess of 1.25% of the aggregate initial principal amount of all Securitization BondsConsumer Rate Relief Bonds must either be approved by the Commission or, if the Commission does not act to either approve or disapprove the new servicing fee, by the date which is forty-five (45) days after notice of the replacement servicer’s proposed fee is provided to the Commission, shall be deemed approved. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Consumer Rate Relief Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization CRR Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Servicer’s Tariff; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the any Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Consumer Rate Relief Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesRecovery Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $387,710 per annum for so long as Consumers Energy SCE or an Affiliate of Consumers Energy SCE is the Servicer or (ii) if Consumers Energy SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, providedprovided that such fee must be approved by the CPUC, that plus, in either case, reasonable out-of-pocket expenses to cover the Servicing Fee shall not exceed 0.75% of Servicer’s incremental costs and expenses in servicing the aggregate initial principal amount of all Securitization BondsRecovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Recovery Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except Date (provided that the amount of the Servicing Fee to first payment may be paid on the adjusted for an longer or shorter first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectPeriod). The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing Consumers or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator)ESPs. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed an Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesRecovery Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $266,633 per annum for so long as Consumers Energy SCE or an Affiliate of Consumers Energy SCE is the Servicer or (ii) if Consumers Energy SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, providedprovided that such fee must be approved by the CPUC, that plus, in either case, reasonable out-of-pocket expenses to cover the Servicing Fee shall not exceed 0.75% of Servicer’s incremental costs and expenses in servicing the aggregate initial principal amount of all Securitization BondsRecovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Recovery Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except Date (provided that the amount of the Servicing Fee to first payment may be paid on the adjusted for an longer or shorter first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectPeriod). The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the TariffConsumers or ESPs; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the any Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Recovery Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed an Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

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

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy DTE Electric or an Affiliate of Consumers Energy DTE Electric is the Servicer or (ii) if Consumers Energy DTE Electric or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the annual Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds). The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that for the amount of the Servicing Fee to be paid on the first Payment Date shall in which the Servicing Fee then due will be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Charge Payments Collections received by the Servicer and invested by the Servicer during each Collection Billing Period prior to remittance to the each Collection Account Account, and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the each Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made on each Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic DocumentsDocuments (“Reimbursable Expenses”). Except for the amounts payable pursuant to the prior sentencesuch Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy DTE Electric in its capacity as Administrator). It is expressly acknowledged that the payment of fees to the Rating Agencies shall be at the expense of the Issuer and that, if the Servicer advances such payments to the Rating Agencies, the Issuer shall reimburse the Servicer for any such advances. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Payment Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it its pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Chargesconnection therewith, the Servicer shall be entitled to receive an annual a servicing fee (the “Servicing Fee”) with respect to each Due Period, payable monthly on the related Distribution Date, in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is (a) the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half weighted average of the Servicing Fee being paid on Rates with respect to each Payment Date, except that the amount of outstanding Series (based upon the Servicing Fee to be paid on the first Payment Date shall be calculated Rate for each Series, and weighted based on the number of days that this Servicing Agreement has been Invested Amount or such other amount as specified in effect. The Servicer also shall be entitled to retain as additional compensation (Athe related Indenture Supplement) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bb) all late payment chargesthe total amount of Principal Receivables (without reduction for Discount Option Receivables) as of the close of business on the last day of the immediately preceding Due Period, if any, collected from Customers to excluding the extent consistent with the Tariffprincipal portion of Participation Interests; provided, however, thatthat with respect to any Due Period in which an Addition Date for an Aggregate Addition or a Removal Date occurs, if such amount shall be the Servicer has failed to remit the Daily Remittance to the General Subaccount sum of the Collection Account 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 Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during last day of the prior Due Period, for each day in the period that from and including the Securitization Bonds are outstanding, then thereafter first day of such Due Period to and including the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which last day of such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees Due Period and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the aggregate amount of Principal Receivables, excluding the 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 set forth in Section 6.06(a) shall allocable to a particular Series with respect to any Due Period will each be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicerrelevant Indenture Supplement. Any The portion of the Servicing Fee with respect to any Due Period not paid on so allocated to any such date particular Series or, if specified in the related Indenture Supplement, payable from Interchange, shall be added to paid by the Servicing Fee payable Holders of the Transferor Certificates on the subsequent Payment Date. In related Distribution Date and in no event shall the Trust, the Owner Trustee, the Indenture Trustee Trustee, the Noteholders of any Series or any Series Enhancer be liable for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve with respect to any Due Period to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holders of the IndentureTransferor Certificates. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration The Servicer, as compensation for its services activities hereunder, until shall be entitled to receive a fee for each Collection Period equal to (A) the Collection in Full product of (i) the Servicing Fee Rate, (ii) the aggregate Principal Balance of the Securitization ChargesEligible Receivables as of the first day of such Collection Period and (iii) 1/12 plus (B) any amounts paid by Obligors during the related Collection Period that did not relate to principal and interest payments due on the Receivables plus (C) with respect to each Receivable that was sold to the Borrower during the related Collection Period, the Servicer shall receive an annual fee product of (i) the Servicing Fee Rate, (ii) the Principal Balance of such Receivable as of the related Transfer Date and (iii) a fraction, the numerator of which is the number of days from and including the related Transfer Date to and including the last day of the related calendar month and the denominator of which is the number of days in such calendar month (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds). The Servicing Fee owing shall be calculated based on payable in arrears by the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid Borrower on each Payment DateDate from funds on deposit in the Collection Account in accordance with Section 3.3; provided that prior to the occurrence of a Termination Event and so long as no Servicer Event of Default shall have occurred and be continuing, except that the Servicer may withhold its Servicing Fee payable to it with respect to any Collection Period from the amount of the Servicing Fee Collections to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to deposited thereby into the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the for such Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually madePeriod. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the The Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its servicing activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out payment of the compensation retained by or paid to it pursuant to this Section 6.06, fees and the Servicer expenses of any Subservicer) and shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for therefor except as specifically provided hereunder; provided, however, that the obligations to be performed by the Servicer. Such Servicing Fee Servicer shall be determined without regard entitled to recover all reasonable Liquidation Expenses expended by it or for its account during the income related Collection Period, but only out of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderLiquidation Proceeds.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to the product of (a) the Monthly Servicing Fee Rate, (b) the Pool Balance as of the last day of the Collection Period second preceding such Distribution Date and (c) the Series 2002-CC Allocation Percentage with respect to the immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to the Series 2002-CC Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be equal to the product of (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or Monthly Servicing Fee and (ii) if Consumers Energy or any the Floating Allocation Percentage for the related Collection Period. A portion of its Affiliates is not the ServicerCertificateholders Monthly Servicing Fee shall be allocated to each series of Notes in accordance with the related Indenture Supplement, an amount agreed upon and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Trust, the Trustee or the Series 2002-CC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and in no event shall the Series 2002-annually, with half of CC Certificateholders be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid by the 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 Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the first Payment 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 calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall deemed to be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received reduced by the Servicer amount so waived for all purposes of this Series Supplement and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the TariffAgreement; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Certificateholders Monthly Servicing Fee shall be determined without regard paid on a future Distribution Date solely to the income extent amounts are available therefor pursuant to the applicable Indenture Supplement; provided, further, that, to the extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of the Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration The Issuer hereby agrees to pay to the Servicer, as full compensation for its services hereunderservicing activities hereunder and under the other Transaction Documents and as reimbursement for any expense incurred by it in connection therewith, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual a servicing fee (the “Servicing Fee”) with respect to each Monthly Period, payable in arrears on the related Distribution Date, in an amount equal to (i) 0.05the product of 0.75% multiplied by the Aggregate Receivables Balance as of the last day of such Monthly Period, subject to adjustment at the direction of the Trustee to provide additional servicing compensation in an amount up to 110% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or actual servicing costs to any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, 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 shall not exceed 0.75% allocable to the holders of the aggregate initial principal amount of all Securitization BondsNotes issued from time to time by the Issuer under the Indenture with respect to any Monthly Period shall be set forth in the Indenture. The Servicing Fee owing shall be calculated based on the initial principal amount payable solely out of the Securitization Bonds Pool Collections and shall be paid semi-annuallyFee Collections available for such purpose pursuant to, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance subject to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount priority of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionpayments set forth in, the Servicer shall be entitled to be reimbursed by Indenture. Notwithstanding the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior preceding sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee with respect to any Monthly Period not paid on any such date payable out of the Pool Collections and Fee Collections allocated to the holders of the Notes shall be added payable out of the Pool Collections and Fee Collections allocable to the Servicing Fee payable Issuer on the subsequent Payment Date. In related Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the Indenture Trustee holders of the Notes be liable for the payment share of any the Servicing Fee with respect to any Monthly Period to be payable out of the Pool Collections and Fee Collections allocable to the Issuer or other amounts specified by the Issuer. The Servicer shall pay the fees and expenses of, and agrees to indemnify the Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar in this Section 6.06; provided, that this Section 6.06 does not relieve accordance with the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 terms of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds immediately following paragraph and for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee fees required to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers Administrator pursuant to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionAdministration Agreement, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer receive a monthly servicing fee with respect to any Collection Period (or procured by portion thereof) prior to the Servicer on behalf termination of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentenceIndenture (the "Monthly Servicing Fee") payable in arrears on each Distribution Date in an amount equal to, with respect to each Series then outstanding, one-twelfth of the product of the Servicing Fee Percentage for such Series and the sum of an allocable portion of the Transferor Amount and the Invested Amount of such Series, each as of the last day of the Collection Period preceding the Collection Period with respect to which the Monthly Servicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Noteholders with respect to any Distribution Date (with respect to any such Series, the "Investor Monthly Servicing Fee") shall be determined and paid to the Servicer in accordance with the related Indenture Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Transferor, and in no event shall the Issuer, the Indenture Trustee, any Enhancement Provider or the Noteholders be liable for the share of the Monthly Servicing Fee to be paid by the Transferor. The share of the Monthly Servicing Fee to be paid by the Transferor shall not be paid from the Trust Assets and shall be paid only to the extent that the Transferor has funds available for that purpose. If the Transferor does not have funds available to make such payment, the Servicer shall not be required entitled to pay all other costs and expenses incurred by assert a claim against the Servicer in performing its activities hereunder (but, Transferor for the avoidance unpaid amount. In the case of doubtthe Collection Period in which the Certificate Trust Termination Date occurs, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The the Monthly Servicing Fee set forth in Section 6.06(a) and the Investor Monthly Servicing Fee shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds accrue from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Certificate Trust Termination Date. In no event shall The Servicer's expenses include the amounts due to the Indenture Trustee be liable for and the payment reasonable fees and disbursements of any Servicing Fee or independent accountants and all other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including hereunder; provided, however, that the Servicer shall not be liable for any fees to and disbursements by its accountants liabilities, costs or counsel expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including, without limitation, any Federal, state or local income or franchise taxes or any other Person, any taxes 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 Servicer and any expenses extent incurred in connection with reports to Holders) out as a result of the compensation retained by or paid Servicer's violation of the provisions of this Agreement. The Servicer shall be required to it pursuant to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

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

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a servicing fee in respect of each day prior to the termination of the Trust pursuant to Section 12.1 (the “"Servicing Fee”) "), payable in an amount arrears on each date and in the manner specified in the applicable Supplement, equal to the product of (i) 0.05% a fraction, the numerator of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy which is the Servicer or 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) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed weighted average Series Servicing Fee Percentage for all outstanding Series (based upon by the Successor Servicer Series Servicing Fee Percentage for each Series and the Indenture TrusteeInvested Amount of such Series) and (iii) the daily average aggregate balance of all Principal Receivables over the term of such measuring period. The share of the Servicing Fee allocable to each Series with respect to any date of payment shall be equal to the product of (i) a fraction, providedthe 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, that (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 remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annuallyby the Transferor, with half of or retained by the Servicing Fee being paid on each Payment DateServicer as provided in Article IV, except that and in no event shall the amount Trust, the Trustee, any Enhancement Provider, or the Investor Securityholders be liable for the share of the Servicing Fee to be paid on by the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectTransferor. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by responsible for its own expenses, which shall include the Servicer and invested by the Servicer during each Collection Period prior to remittance amounts due to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made Trustee pursuant to Section 6.11 on more than three occasions during 11.5 and the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing reasonable fees and fees disbursements of independent public accountants and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Securityholders or the Security Owners arising under any tax law, including without limitation any fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on or measured by income (or any interest, penalties or 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 any expenses incurred in connection with reports to Holders) out the obligations of the compensation retained by or paid Trust to it pursuant pay any such amounts shall thereby be fully satisfied. The Servicer shall be required to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionconnection therewith, the Servicer shall be entitled to be reimbursed by receive a servicing fee (the Issuer "Servicing Fee") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one- twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for filing fees each Series and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer Invested Amount (or procured by such other amount as specified in the Servicer on behalf related Supplement) of such Series, in each case as of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to last day of the prior sentence, the Servicer shall be required to pay all other costs Monthly Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee set forth in Section 6.06(a) shall be paid allocable to the Servicer by Certificateholders' Interest of a particular Series with respect to any Monthly Period (the Indenture Trustee, on each Payment Date "Monthly Servicing Fee") will be determined in accordance with the priorities set forth in Section 8.02(e) relevant Supplement. For any Monthly Period, the portion of the IndentureMonthly 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, by wire transfer however, that Servicer Interchange for a Monthly Period may not exceed one-twelfth of immediately available funds from the Collection Account to an account designated by product of the ServicerSeries Adjusted Investor Amount, as of the last day of such Monthly Period and the percentage specified in the related Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on so allocated to the Certificateholders' Interest of any such date particular Series shall be added to paid by the Servicing Fee payable Holders of the Transferor Certificates on the subsequent Payment Date. In related Distribution Date and in no event shall the Indenture Trustee Trust, the Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve with respect to any Monthly Period to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holders of the IndentureTransferor Certificates. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionconnection therewith, the Servicer shall be entitled to be reimbursed by receive a servicing fee (the Issuer "Servicing Fee") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for filing fees each Series and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer Invested Amount (or procured by such other amount as specified in the Servicer on behalf related Supplement) of such Series, in each case as of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to last day of the prior sentence, the Servicer shall be required to pay all other costs Monthly Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee set forth in Section 6.06(a) shall be paid allocable to the Servicer by Securityholders' Interest of a particular Series with respect to any Monthly Period (the Indenture Trustee, on each Payment Date "Monthly Servicing Fee") will be determined in accordance with the priorities set forth in Section 8.02(e) relevant Supplement. For any Monthly Period, the portion of the IndentureMonthly 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, by wire transfer however, that Servicer Interchange for a Monthly Period may not exceed one-twelfth of immediately available funds from the Collection Account to an account designated by product of the ServicerSeries Adjusted Investor Amount, as of the last day of such Monthly Period and the percentage specified in the related Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on so allocated to the Securityholders' Interest of any such date particular Series shall be added to paid by the Servicing Fee payable Holders of the Transferor Securities on the subsequent Payment Date. In related Distribution Date and in no event shall the Indenture Trustee Trust, the Trustee, the Investor Securityholders of any Series or any Series Enhancer be liable for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve with respect to any Monthly Period to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holders of the IndentureTransferor Securities. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesRecovery Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $821,358 per annum for so long as Consumers Energy SCE or an Affiliate of Consumers Energy SCE is the Servicer or (ii) if Consumers Energy SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, providedprovided that such fee must be approved by the CPUC, that plus, in either case, reasonable out-of-pocket expenses to cover the Servicing Fee shall not exceed 0.75% of Servicer’s incremental costs and expenses in servicing the aggregate initial principal amount of all Securitization BondsRecovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Recovery Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except Date (provided that the amount of the Servicing Fee to first payment may be paid on the adjusted for an longer or shorter first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectPeriod). The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing Consumers or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator)ESPs. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed an Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesRecovery Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $168,892 per annum for so long as Consumers Energy SCE or an Affiliate of Consumers Energy SCE is the Servicer or (ii) if Consumers Energy SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, providedprovided that such fee must be approved by the CPUC, that plus, in either case, reasonable out-of-pocket expenses to cover the Servicing Fee shall not exceed 0.75% of Servicer’s incremental costs and expenses in servicing the aggregate initial principal amount of all Securitization BondsRecovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Recovery Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except Date (provided that the amount of the Servicing Fee to first payment may be paid on the adjusted for an longer or shorter first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectPeriod). The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the TariffConsumers or ESPs; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the any Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Recovery Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed an Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionconnection therewith, the Servicer shall be entitled to be reimbursed by receive a servicing fee (the Issuer "Servicing Fee") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for filing fees each Series and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer amount of Receivables serviced on behalf of each Series, in each case as of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to last day of the prior sentence, the Servicer shall be required to pay all other costs Monthly Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee set forth in Section 6.06(aallocable to (i) shall the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") and (ii) the Enhancement Invested Amount, if any, of a particular Series with respect to any Monthly Period will each be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicerrelevant Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on any such date so allocated to the Certificateholders' Interest or the Enhancement Invested Amount, if any, of a particular Series shall be added to paid by the Servicing Fee payable Transferors on the subsequent Payment Date. In related Distribution Date and in no event shall the Indenture Trustee Trust, the Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the payment share of any the Servicing Fee or other amounts specified with respect to any Monthly Period to be paid by the Transferors. The Servicer agrees that the portion of the Monthly Servicing Fee allocable to the Transferors shall be payable solely to the extent of, and from, the Transferors' allocable portion of Collections of Finance Charge Receivables as provided in this Section 6.06; provided4.03 and, to the extent not so paid, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required have no recourse to pay from its own account expenses incurred by the Transferors in respect thereof. The Transferors agree that the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on may deduct the Servicer and any expenses incurred in connection with reports to Holders) out Transferors' allocable share of the compensation retained by or paid Monthly Servicing Fee from any amounts due to it the Transferors pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor4.03. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and as reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth payable in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, 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” for any Payment Date, other than the initial Payment Date, shall be an amount equal to the product of (i) 4.64%, multiplied by (ii) the aggregate Loan Principal Balance as of the first day of the related Collection Period, multiplied by (iii) one-twelfth. The Servicing Fee for the initial Payment Date shall be an amount equal to the product of (i) 4.64%, multiplied by (ii) the aggregate Loan Principal Balance as of the 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 Servicing Fee shall be payable to the Servicer solely to the extent that amounts are available for payment in accordance with the priorities set forth in Section 8.02(e) terms of the Indenture. The Servicer’s fees, by wire transfer costs and expenses include the reasonable fees and disbursements of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or attorneys, independent accountants and all other amounts specified in this Section 6.06; providedfees, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account costs and expenses incurred by the Servicer in connection with its activities hereunder (including hereunder, including, without limitation, any fees payable to and disbursements by its accountants or counsel any Subservicer or any other Person, Person performing any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid Servicer’s duties and obligations hereunder. The Servicer shall be required to it pursuant to this Section 6.06pay such fees, costs and the Servicer expenses for its own account and shall not be entitled to any extra payment or reimbursement therefor. therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (dother 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 foregoing 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 a 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 to be performed by hereunder for compensation commensurate with the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderFee.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesRecovery Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $ per annum for so long as Consumers Energy SCE or an Affiliate of Consumers Energy SCE is the Servicer or (ii) if Consumers Energy SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, providedprovided that such fee must be approved by the CPUC, that plus, in either case, reasonable out-of-pocket expenses to cover the Servicing Fee shall not exceed 0.75% of Servicer’s incremental costs and expenses in servicing the aggregate initial principal amount of all Securitization BondsRecovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Recovery Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except Date (provided that the amount of the Servicing Fee to first payment may be paid on the adjusted for an longer or shorter first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectPeriod). The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing Consumers or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator)ESPs. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed an Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer receive a monthly servicing fee in respect of any Due Period (or procured by portion thereof) prior to the Servicer on behalf termination of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable Trust pursuant to Section 12.01 (the prior sentence"Monthly Servicing Fee"), payable in arrears on 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 (A) the Servicing Fee Percentage for such Series and (B) the Invested Amount of such 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 second preceding Due Period (or, in the case of the first Distribution Date, the Servicer shall be required Initial Invested Amount) with respect to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs Series, the "Investor Monthly Servicing Fee") and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer pursuant to the applicable Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Indenture Trustee, on each Payment Date Transferor and in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trust, the Trustee or the Investor Certificateholders be liable for the payment share of any the Monthly Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Transferors. In the case of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreementfirst Due Period, the Servicer Monthly Servicing Fee and the Investor Monthly Servicing Fee shall be required accrue from the initial Cut-Off Date. The Servicer's expenses include the amounts due to pay from its own account the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent accountants and all other expenses incurred by the Servicer in connection with its activities hereunder (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 arising under any tax law, including without limitation any fees to and disbursements by its accountants Federal, state or counsel local income or franchise taxes or any other Person, any taxes 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 Servicer and any expenses extent incurred in connection with reports to Holders) out as a result of the compensation retained by or paid Servicer's violation of the provisions of this Agreement. The Servicer shall be required to it pursuant to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing ---------------------- activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a servicing fee in respect of each day prior to the termination of the Trust pursuant to Section 12.1 (the “"Servicing Fee”) Fees"), payable in an amount arrears on each date and in the manner specified in the applicable Supplement, equal to the product of (i) 0.05% a fraction, the numerator of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy which is the Servicer or 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) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed weighted average Series Servicing Fee Percentage for all Outstanding Series (based upon by the Successor Servicer Series Servicing Fee Percentage for each Series and the Indenture TrusteeInvested Amount of such Series) and (iii) the daily average aggregate Outstanding Balance of all Principal Receivables over the term of such measuring period. The share of the Servicing Fee allocable to each Series with respect to any date of payment shall be equal to the product of (i) a fraction, providedthe 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, that (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 remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annuallyby the Transferor, with half of or retained by the Servicing Fee being paid on each Payment DateServicer as provided in Article IV, except that and in no event shall the amount Trust, the Trustee, any Enhancement Provider, or the Investor Certificateholders be liable for the share of the Servicing Fee to be paid on by the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectTransferor. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by responsible for its own expenses, which shall include the Servicer and invested by the Servicer during each Collection Period prior to remittance amounts due to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made Trustee pursuant to Section 6.11 on more than three occasions during 11.5 and the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing reasonable fees and fees disbursements of independent public accountants and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (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 fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on or measured by income (or any interest, penalties or 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 any expenses incurred in connection with reports to Holders) out the obligations of the compensation retained by or paid Trust to it pursuant pay any such amounts shall thereby be fully satisfied. The Servicer shall be required to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration The Issuer hereby agrees to pay to the Servicer, as full compensation for its services hereunderservicing activities hereunder and under the other Transaction Documents and as reimbursement for any expense incurred by it in connection therewith, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual a servicing fee (the “Servicing Fee”) with respect to each Monthly Period, payable in arrears on the related Distribution Date, in an amount equal to (i) 0.05the product of 0.75% multiplied by the weighted average over such Monthly Period of the aggregate initial principal amount daily sums of all Securitization Bonds the Aggregate Employer Balances for so long as Consumers Energy or an Affiliate each Employer under the Pool Relocation Management Agreements, subject to adjustment at the direction of Consumers Energy is the Servicer or Indenture Trustee (iiupon satisfaction of the Rating Agency Condition) if Consumers Energy or to provide additional servicing compensation to any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, if necessary to reflect then-current market rates for servicing of comparable receivables at any time that Cartus is replaced as Servicer hereunder. The share of the Servicing Fee shall not exceed 0.75% allocable to the holders of the aggregate initial principal amount of all Securitization BondsNotes issued from time to time by the Issuer under the Indenture with respect to any Monthly Period shall be set forth in the Indenture. The Servicing Fee owing shall be calculated based on the initial principal amount payable solely out of the Securitization Bonds Pool Collections available for such purpose pursuant to, and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance subject to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount priority of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionpayments set forth in, the Servicer shall be entitled to be reimbursed by Indenture. Notwithstanding the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior preceding sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee with respect to any Monthly Period not paid on any such date payable out of the Pool Collections allocated to the holders of the Notes shall be added payable out of the Pool Collections allocable to the Servicing Fee payable Issuer on the subsequent Payment Date. In related Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the Indenture Trustee holders of the Notes be liable for the payment share of any the Servicing Fee with respect to any Payment Period to be payable out of the Pool Collections allocable to the Issuer or other amounts specified in this Section 6.06; providedby the Issuer. The Servicer shall pay the fees and expenses of, that this Section 6.06 does not relieve and agrees to indemnify the Indenture Trustee Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar out of any duties it has to allocate funds for payment for such fees under Section 8.02 the Servicing Fee in accordance with the terms of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization the Securitized Utility Tariff Bonds plus reimbursable expenses for so long as Consumers Energy KGS or an Affiliate of Consumers Energy KGS is the Servicer Servicer, or (ii) if Consumers Energy KGS or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer Servicer, and the Indenture Trustee, provided, that the annual Servicing Fee shall not exceed 0.750.60% of the aggregate initial principal amount of all Securitization the Securitized Utility Tariff Bonds. , unless the Commission has approved the appointment of the Successor Servicer or the Commission does not act to approve or disapprove such appointment on or before the date which is 30 days after notice of the proposed appointment of the Successor Servicer is provided to the Commission in the same manner substantially as provided in Section 8.01(c). (b) The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Securitized Utility Tariff Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that for the amount of the Servicing Fee to be paid on the first Payment Date shall in which case the Servicing Fee then due will be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for printing, attorneys, accountants, printing accountants or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic DocumentsDocuments (“Reimbursable Expenses”). Except for the amounts payable pursuant to the prior sentencesuch Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy KGS in its capacity as Administrator). (bc) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (cd) The Servicer and the Issuer acknowledge and agree that so long as the Servicer faithfully makes daily remittances of collected Securitized Utility Tariff Charges as provided for herein, no actual or deemed investment earnings shall be payable in respect of any over-remittances or under-remittances of collected Securitized Utility Tariff Charges. However, the Servicer shall remit at least annually to the Indenture Trustee, for the benefit of the Issuer, any late charges received from Customers in respect of Securitized Utility Tariff Charges. (e) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (df) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order. (g) Any services required for or contemplated by the performance of the above-referenced services by the Servicer to be provided by unaffiliated third parties may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Servicer at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Servicer and reimbursed by the Issuer in accordance with Section 6.06(a), or otherwise as the Servicer and the Issuer may mutually arrange.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive a servicing fee in respect of each Business Day prior to the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf termination of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable Trust pursuant to Section 12.1 (the prior sentence“Servicing Fee”), payable in arrears on each date and in the manner specified in the applicable Supplement, equal to the product of (i) a fraction, the Servicer 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 Series Servicing Fee Percentage for all outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Invested Amount of such Series) and (iii) the daily average aggregate balance of all Principal Receivables over the term of such measuring period. The share of the Servicing Fee allocable to each Series with respect to any date of payment shall be required equal to pay all other costs the product of (i) a fraction, the numerator of which is the actual number of days in the measuring period specified in the applicable Supplement and expenses incurred by the Servicer denominator of which is the actual number of days in performing its activities hereunder the year, (but, for ii) the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The applicable Series Servicing Fee set forth 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 Section 6.06(athe applicable Supplement. The remainder of the Servicing Fee (and any Servicing Fee allocable to the Investor Securities but not paid) shall be paid to by the Transferor, or retained by the Servicer by as provided in Article IV, and in no event shall the Indenture Trust, the Trustee, on each Payment Date in accordance with any Enhancement Provider, or the priorities set forth in Section 8.02(e) of Investor Securityholders be liable for the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion share of the Servicing Fee not paid on any such date shall be added allocable to the Servicing Fee payable on Transferor, nor shall any amounts to be paid by the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in Transferor pursuant to this Section 6.06; provided, that this Section 6.06 does not relieve 3.2 be payable from the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of Trust Property conveyed by the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Transferor hereunder. The Servicer shall be required to pay from responsible for its own account expenses, which shall include the amounts due to the Trustee pursuant to Section 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 (hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Securityholders or the Security Owners arising under any tax law, including without limitation any fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on or measured by income (or any interest, penalties or 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 any expenses incurred in connection with reports to Holders) out the obligations of the compensation retained by or paid Trust to it pursuant pay any such amounts shall thereby be fully satisfied. The Servicer shall be required to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing and custodial activities hereunder and reimbursement for its expenses (in the Collection case of Conn Appliances only) as set forth in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a servicing fee (the “Servicing Fee”) in as set forth below (including, with regards to SST as Successor Servicer, as set forth on the SST Fee Schedule). The “Servicing Fee” for any Payment Date, other than the initial Payment Date, shall be an amount equal to the product of (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or Servicing Fee Rate, multiplied by (ii) if Consumers Energy or any the aggregate Receivables Principal Balance of its Affiliates is not all Receivables in the ServicerReceivables Trust Estate as of the first day of the related Collection Period, multiplied by (iii) one-twelfth. The Servicing Fee for the initial Payment Date shall be an amount agreed upon equal to the product of (i) the Servicing Fee 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 the Servicer solely to the extent that amounts are available for payment in accordance with the terms of the Indenture. The initial Servicer’s expenses include expenses incurred by the Successor initial Servicer and the Indenture Trustee, in connection with its activities hereunder; provided, that the Servicing Fee initial Servicer in its capacity as such shall not exceed 0.75% be liable for any liabilities, costs or expenses of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based Receivables Trust, the Issuer or the Noteholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation or measured by income or gross receipts (A) or any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior or penalties with respect thereto or arising from a failure to remittance to the Collection Account and (Bcomply therewith) all late payment charges, if any, collected from Customers except to the extent consistent with the Tariff; providedthat such liabilities, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount taxes or expenses arose as a result of the Collection Account on breach by the initial Servicer Business Day that such payment is to be made pursuant to of its obligations under Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made6.02 hereof. In additionsuch case, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the initial Servicer shall be required to pay all other costs and such expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) therefor other than the Servicing Fee. The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income payment of the Issuerexpenses of SST, shall not be deemed as Successor Servicer, which with respect to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses SST are set forth in the Financing OrderSST 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. (a) In consideration As full compensation for its services hereunder, until ---------------------- servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee with respect to any Collection Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.1 (the "Monthly Servicing Fee") payable in arrears on each Distribution Date in an --------------------- amount equal to, with respect to each Series then outstanding, one-twelfth of the product of the Servicing Fee Percentage for such Series and the sum of an allocable portion of the Transferor Amount and the Invested Amount of such Series, each as of the last day of the Collection Period preceding the Collection Period with respect to which the Monthly Servicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificateholders with respect to any Distribution Date (with respect to any such Series, the "Investor Monthly Servicing Fee") shall be reimbursed ------------------------------ determined and paid to the Servicer in accordance with the related Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Issuer Transferor, and in no event shall the Trust, the Trustee, any Enhancement Provider or the Investor Certificateholders be liable for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained the share of the Monthly Servicing Fee to be paid by the Issuer and Transferor. The share of the Monthly Servicing Fee to be paid for by the Servicer (or procured by Transferor shall not be paid from the Servicer on behalf of the Issuer Trust Property and shall be paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant only to the prior sentenceextent 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 required entitled to pay assert a claim against the Transferor for the unpaid amount. In the case of the first Collection Period, the Monthly Servicing 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 11.5 and the reasonable fees and disbursements of independent accountants and all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including hereunder; provided, however, that the Servicer -------- ------- shall not be liable for any fees to and disbursements by its accountants liabilities, costs or counsel 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 Person, any taxes 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 Servicer and any expenses extent incurred in connection with reports to Holders) out as a result of the compensation retained by or paid Servicer's violation of the provisions of this Agreement. The Servicer shall be required to it pursuant to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. The share of the Servicing Fee allocable to 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) In consideration the Servicing Fee Rate and (b) (i) the Weighted Average Floating Allocation Invested Amount for its services hereunderthe Monthly Period preceding such Distribution Date, until 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 Distribution Date, prior to making any other withdrawals from the Collection in Full of the Securitization ChargesAccount, the Servicer shall receive an annual fee (apply, or shall instruct the “Trustee to apply, amounts on deposit in the Collection Account with respect to the related 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”) in an amount equal to (i) 0.05% . The remainder of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% be paid by the Holder of the aggregate initial principal amount Seller Certificate or the Certificateholders of all Securitization Bonds. The Servicing Fee owing other Series (as provided in the related Supplements) and in no event shall the Trust, the Trustee or the Series 2005-CC Certificateholders be calculated based on liable for the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date shall be calculated based on Holder of the number Seller Certificate or the Certificateholders of days that this Servicing Agreement has been in effectany other Series. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Monthly Servicing Fee shall be determined without regard payable to the income of the Issuer, shall not be deemed to constitute distributions Servicer solely to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject extent amounts are available for distribution in respect thereof pursuant to the limitations on such expenses set forth in the Financing OrderIndenture.

Servicing Compensation. (a) In consideration As compensation for its services activities hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to receive the Servicing Fee with respect to 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 reimbursed 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 distribution of principal of such Mortgage Loan on such Distribution Date) and a 360-day year consisting of twelve 30-day months and, in connection with any partial month interest payment, for 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 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 Issuer 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 filing beneficiary statements or demands and amounts collected for checks returned for insufficient funds, processing fees and fees and expenses for attorneysapplication fees, accountantsin each case only to the extent actually paid by the related Mortgagor, printing or other professional services shall be retained by the Issuer 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 for by the Servicer 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 procured by other income earned on deposits relating to the Servicer on behalf 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 Issuer and paid Net Investment Earnings, if any, with respect to each such account for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant each period from any Distribution Date to the prior sentence, 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 to the Mortgagor. The Servicer shall be required to pay out of its own funds all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its servicing activities hereunder (including including, without limitation, payment of any fees 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 disbursements by its accountants or counsel or any other Person, any taxes imposed on to the Servicer and any extent such expenses incurred in connection with reports to Holders) are not payable directly out of the compensation retained by or paid to it pursuant to this Section 6.06Certificate Account, and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor except as expressly provided in this Agreement. (db) The foregoing As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee constitutes with respect to each Specially Serviced Mortgage Loan and REO Loan and interest or other income earned on deposits relating to the Trust Fund in any REO 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). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan as of the immediately preceding Distribution Date (in each case, after giving effect to the distribution of principal of such Mortgage Loan on such Distribution Date) and a fair and reasonable compensation 360-day year consisting of twelve 30-day months and, in connection with any partial month interest payment, for the obligations same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be performed by the Servicerdue on such REO Loan is computed. Such The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be determined without regard payable monthly, on a loan-by-loan basis, to the income extent permitted by Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the IssuerSpecial Servicer's responsibilities and obligations under this Agreement. Additional servicing compensation in the form of (a) all assumption fees received on Specially Serviced Mortgage Loans and (b) all modification fees received on all Mortgage Loans (other than the Servicing Retained Mortgage Loan), regardless of whether or not such Mortgage Loans are Specially Serviced Mortgage Loans, but only to the extent actually collected from the related Mortgagor and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including those payable to the Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid to the Special Servicer by the Servicer and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan (other than the Servicing Retained Mortgage Loan) at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated pursuant to Section 7.01(c) (other than for cause), it shall retain the right to receive any and all Workout Fees payable with respect to Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were Corrected Mortgage Loans at the time of such termination (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable in accordance with the preceding sentence; provided, that at any time that the Directing Certificateholder is the Servicer, Special Servicer or an Affiliate thereof, any termination pursuant to Section 7.01(c) other than for cause will be deemed to constitute distributions be a resignation by the Special Servicer, and, under such circumstances, the Special Servicer will not have any right to any Workout Fees following such termination. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than the recipient of Servicing Retained Mortgage Loan) as to which the Special Servicer receives any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer Liquidation Proceeds subject to the limitations on such expenses exceptions set forth in the Financing Orderdefinition of Liquidation Fee. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with the repurchase of any Mortgage Loan by the Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation, the purchase of any Specially Serviced Mortgage Loan by the Controlling Class Certificateholder holding the largest Certificate Balance of the Certificates of the Controlling Class, the Special Servicer or the Holders of Class LR Certificates or the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust Fund pursuant to Section 9.01. If, however, Liquidation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest on such Mortgage Loan. The Special Servicer will also be entitled to additional fees in the form of Penalty Charges on Specially Serviced Mortgage Loans (other than the Servicing Retained Mortgage Loan), but only to the extent actually collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid and are not needed to pay interest on Advances with respect to any other Mortgage Loan. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (c) In determining the compensation of the Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected during the related Due Period shall first be applied to reimburse the Servicer or the Trustee or Fiscal Agent for interest on Advances due on such Distribution Date, and any Penalty Charges remaining thereafter shall be distributed pro rata to the Servicer and the Special Servicer based upon the amount of Penalty Charges the Servicer or the Special Servicer would otherwise have been entitled to receive during such period without any such application.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionconnection therewith, the Servicer shall be entitled to be reimbursed by receive a servicing fee (the Issuer "Servicing Fee") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for filing fees each Series and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer Series Invested Amount (or procured by such other amount as specified in the Servicer on behalf related Supplement) of such Series, in each case as of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to last day of the prior sentence, the Servicer shall be required to pay all other costs Monthly Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee set forth in Section 6.06(aallocable to (i) shall the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") and (ii) the Enhancement Invested Amount, if any, of a particular Series with respect to any Monthly Period will each be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) relevant Supplement. The share of the Indenture, by wire transfer of immediately available funds from Servicing Fee allocable to any Participation with respect to any Monthly Period will be determined in accordance with the Collection Account to an account designated by the Servicerapplicable Participation Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on so allocated to the Certificateholders' Interest or the Enhancement Invested Amount, if any, of a particular Series or any such date Participation shall be added paid from amounts allocable to the Servicing Fee payable Holder of the Exchangeable Transferor Certifi- cate on the subsequent Payment related Distribution Date. In no event shall the Indenture Trustee Trust, the Trustee, the Investor Certificateholders of any Series, the holder of any Participation or any Enhancement Provider be directly liable for the payment share of any the Servicing Fee or other with respect to any Monthly Period to be paid from amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve allocable to the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holder of the IndentureExchangeable Transferor Certificate. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and under the Collection other Basic Documents and reimbursement for its expenses as set forth in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall is entitled to receive an annual fee (the “Servicing Fee”) Fee on each Distribution Date on or before the Trust Termination Date payable in an amount equal arrears. The Servicing Fee is payable to (i) 0.05% the Servicer solely to the extent amounts are available for payment therefor in accordance with the terms of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer Indenture Supplements and the terms hereof. The Servicer may, in its sole discretion, waive the Servicing Fee for any Distribution Date by written notice to the Indenture Trustee, Trustee on or before the related Determination Date; provided, that delivery of the Servicer’s Certificate indicating waiver of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. be deemed to constitute such written notice. (b) The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its servicing activities hereunder and under the other Basic Documents, including (including any i) to the extent not paid pursuant to the Indenture and the Indenture Supplements, all reasonable fees to and disbursements by its accountants or counsel or any other Personof the Owner Trustee, any the Indenture Trustee and independent accountants, (ii) taxes imposed on the Servicer and any (iii) expenses incurred in connection with making distributions and providing reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, Noteholders and the Servicer shall not be entitled to any extra payment or reimbursement thereforothers. (dc) The foregoing On each Distribution Date, the holders of the Transferor Interest shall pay to the Servicer, or the Servicer may retain from Interest Collections otherwise distributable to holders of the Transferor Interest, the portion of the Servicing Fee constitutes a fair equal to the Servicing Fee minus the aggregate of the Monthly Servicing Fees for all Outstanding Series, as specified in the related Indenture Supplements, and reasonable compensation in no event will the holders of the Transferor Interest be liable for the obligations Monthly Servicing Fee with respect to be performed any Series. In the event that the Servicer waives the Servicing Fee for any Distribution Date, the portion of the waived Servicing Fee payable by the Servicer. Such Servicing Fee holders of the Transferor Interest shall be determined without regard reimbursed to the income Servicer solely to the extent that Interest Collections allocated to the holders of the Issuer, shall not be deemed to constitute distributions to Transferor Interest are available therefor in accordance with the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderBasic Documents.

Servicing Compensation. The monthly servicing fee, inclusive of applicable taxes, including goods and services tax, if any (athe "Monthly Servicing Fee"), shall be payable by the Master Custodial Certificateholders to any Successor Servicer, other than a Successor Servicer which is an Affiliate of CCCL, in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) In consideration for its services hereunder, until occurring prior to the Collection in Full earlier of the Securitization ChargesTermination Date and the first Distribution Date on which the Invested Amount is zero, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount be agreed upon by the Successor Servicer and by the Indenture TrusteeCustodian, as agent for and on behalf of the Master Custodial Certificateholders; provided, however, that the Monthly Servicing Fee shall not exceed 0.75% an amount equal to one-twelfth of the aggregate initial principal amount product of all Securitization Bonds(a) 1%, (b) the Pool Balance as of the last day of the Collection Period second preceding such Distribution Date and (c) the Series 1995-1 Allocation Percentage with respect to the immediately preceding Collection Period. No Monthly Servicing Fee shall be payable while CCCL or any Affiliate of CCCL is the Servicer. The share of the Monthly Servicing Fee owing allocable to the Series 1995-1 Master Custodial Certificateholders with respect to any Distribution Date (the "Series 1995-1 Monthly Servicing Fee") shall be calculated based on the initial principal amount equal to one-twelfth of the Securitization Bonds product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Servicing Fee shall be paid semiby the Seller and in no event shall the Custodian or the Series 1995-annually, with half 1 Master Custodial Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee being shall be paid on each Payment Date, except that by the amount Seller and the Investor Master Custodial Certificateholders of other Series and the Series 1995-1 Master Custodial Certificateholders shall in no event be liable for the share of the Servicing Fee to be paid on by the first Payment Date Seller or the Investor Master Custodial Certificateholders of other Series. The Series 1995-1 Monthly Servicing Fee shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance payable to the Collection Account and (B) all late payment chargesSuccessor Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. Any Successor Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee, if any, collected from Customers for any Distribution Date by notice to the extent consistent with Custodian on or before the Tariffrelated 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 Series 1995-1 Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Series 1995-1 Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Series 1995-1 Monthly Servicing Fee shall be determined without regard paid on a future Distribution Date solely to the income extent amounts are available therefor pursuant to Section 4.10(b); provided, further that, to the extent any such waived Series 1995-1 Monthly Servicing Fee is so paid, the related portion of the Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Class A-2 Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long (a) the Servicing Fee Rate, (b) the Pool Balance as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or last day of the Collection Period second preceding such Distribution Date and (iic) if Consumers Energy or the Series 1999-1 Allocation Percentage with respect to the immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to the Series 1999-1 Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be equal to one-twelfth of its Affiliates is not the Servicer, an amount agreed upon product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Trust, the Trustee or the Series 1999-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and the Series 1999-annually, with half of 1 Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid by the 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 Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the first Payment related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives all or any portion of the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such waived Distribution Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall deemed to be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received reduced by the Servicer amount so waived for all purposes of this Series Supplement and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the TariffAgreement; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Certificateholders Monthly Servicing Fee shall be determined without regard paid on a future Distribution Date solely to the income extent amounts are available therefor pursuant to Section 4.10(b); provided further that, to the extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of the Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Payment Date in respect of any Collection Period (or portion thereof) occurring prior to the earlier of the first Payment Date following the Final Maturity Date and the first Payment Date on which the Invested Amount is zero, in an amount equal to one-twelfth (i1/12) 0.05% of the aggregate initial principal amount product of all Securitization Bonds for so long (a) the Servicing Fee Rate and (b) the Series Allocation Percentage of the Pool Balance as Consumers Energy of the last day of the second Collection Period preceding such Payment Date (or an Affiliate with respect to the first Payment Date, as of Consumers Energy is the Servicer or Closing Date). The share of the Monthly Servicing Fee allocable to the Series 2000-VFN Holders with respect to any Payment Date (iithe "Noteholders' Monthly Servicing Fee") if Consumers Energy or any shall be equal to one-twelfth (1/12) of its Affiliates is not the Servicerproduct of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Payment Date; provided, an amount agreed upon however, that with respect to the first Payment Date, the Noteholder' Monthly Servicing Fee shall be equal to $62,500. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Certificateholder and in no event shall the Trust, the Owner Trustee, the Indenture Trustee or the Series 2000-VFN Holders be liable for the share of the Monthly Servicing Fee to be paid by the Certificateholders; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Certificateholders and the Noteholders of other Series and the Series 2000-annually, with half of VFN Holders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date Certificateholders or the Noteholders of other Series. The Noteholders' Monthly Servicing Fee shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled payable to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers solely to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds amounts are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer available for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date distribution in accordance with the priorities set forth in Section 8.02(e) terms of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the IndentureSeries Supplement. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services servicing activities hereunder, until the Collection and as reimbursement for any expense incurred by it in Full of the Securitization Chargesconnection therewith, the Servicer shall be entitled to receive an annual a monthly servicing fee (the “"SERVICING FEE"), payable in arrears on each Payment Date in respect of each Payment Period (or portion thereof) during which any Note is outstanding. The Servicing Fee”) Fee shall be payable solely as provided in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long SECTION 5.3. The Servicing Fee payable on each Payment Date shall be calculated as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy follows. At any time when ▇▇▇▇▇▇ or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee for any Payment Period shall be equal to one-twelfth of the product of (a) 2.00%, multiplied by (b) the aggregate Unpaid Balance of the Receivables as measured on the first Business Day of that Payment Period. If ▇▇▇▇▇▇ ceases to be Servicer, the Servicing Fee for a Successor Servicer that is not exceed 0.75a ▇▇▇▇▇▇ Person shall be an amount equal to the greater of (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 initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other reasonable costs and expenses incurred by such Servicer during such Payment Period in connection with the Servicer in performing performance of its activities hereunder obligations under this Agreement and the other Transaction Documents, and (but, for y) the avoidance of doubt, excluding any such other costs and expenses incurred by Consumers Energy that are to be paid out of the Servicing Fee, as described in its capacity 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 as Administrator). (b) measured on the first Business Day of the Payment Period. The 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 set forth pursuant to other provisions of this Agreement, and all other fees and expenses that are not expressly stated in Section 6.06(a) this Agreement to be payable by Issuer, other than Federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, of Issuer, shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion out of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of paid by Servicer from the Issuer subject to funds that constitute the limitations on such expenses set forth in the Financing OrderServicing Fee.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until ---------------------- servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a monthly servicing fee in respect of any calendar month (or portion thereof) prior to the termination of the Trust pursuant to Section 12.01 of the Agreement (the “"Servicing Fee”) "), payable in an amount arrears on each Distribution Date, equal to (i) 0.05% the sum of, with respect to all Series, one-twelfth of the aggregate initial principal product of the applicable Servicing Fee Percentages and the sum of an allocable portion of the amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer Seller Interest and the Indenture Trusteeapplicable Invested Amount as of the Record Date for such Distribution Date (or, providedin the case of the first Distribution Date, that the amount of Principal Receivables on the Cut-Off Date). The share of the Servicing Fee allocable to each Series of Investor Certificateholders with respect to any Distribution Date shall be equal to one- twelfth of the product of (A) related Servicing Fee Percentage and (B) the Invested Amount of such Series on the prior Distribution Date after giving effect to any payment of principal on such prior Distribution Date (or, in the case of the first Distribution Date, the Initial Invested Amount) (with respect to any such Series, "Monthly Servicing Fee"). The remainder of the Servicing Fee shall not exceed 0.75% be paid by the Holder of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing Exchangeable Seller's Certificate and in no event shall the Trust, the Trustee or the Investor Certificateholders be calculated based on liable for the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date Holder of the Exchangeable Seller's Certificate. Any Monthly Servicing Fees shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled payable to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance solely pursuant to the Collection Account term of, and (B) all late payment charges, if any, collected from Customers to the extent consistent with amounts are available for payment under, Article IV. The Servicer's expenses include the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance amounts due to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made Trustee pursuant to Section 6.11 on more than three occasions during 11.05 of the period that Agreement and the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing reasonable fees and fees disbursements of independent accountants and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (hereunder, and including all other fees and expenses of the Trust not expressly stated herein to be for the account of the Certificateholders; provided that in no event shall the Servicer be liable for any fees to and disbursements by its accountants Federal, state or counsel local income or franchise tax, or any other Personinterest or penalties with respect thereto, any taxes imposed assessed on the Trust, the Trustee or the Certificateholders except as expressly provided herein. So long as First USA is acting as Servicer and any expenses incurred hereunder, in connection with reports the event that the Servicer fails to Holders) out pay the amounts due to the Trustee pursuant to Section 11.05 of the compensation retained by or paid Agreement, the Trustee shall be entitled to it pursuant receive such amounts from the Servicing Fee, prior to this Section 6.06, the payment thereof to the Servicer. The Servicer shall be required to pay expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesTransition Bonds, the Servicer shall receive an annual fee (the “"Servicing Fee”") in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $400,000 for so long as Consumers Energy EGSI or an Affiliate of Consumers Energy EGSI is the Servicer or (ii) if Consumers Energy EGSI or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture TrusteeIssuer, providedand approved by the PUCT, provided that the Servicing Fee such amount shall not exceed 0.751.25% of the aggregate initial principal amount of all Securitization BondsOutstanding Series of Transition Bonds unless the Rating Agency Condition is satisfied. The Servicing Fee owing shall be calculated based on the initial principal amount in respect of the Securitization Bonds and each Series shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Charge TC Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account Accounts and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariffor REPs; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the applicable General Subaccount of the any Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Transition Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) and allocable to each Series shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the applicable Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Applicable Financing Order.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing and custodial activities hereunder and reimbursement for its expenses (in the Collection case of Conn Appliances only) as set forth in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a servicing fee (the “Servicing Fee”) in as set forth below (including, with regards to SST as Successor Servicer, as set forth on the SST Fee Schedule). The “Servicing Fee” for any Payment Date, other than the initial Payment Date, shall be an amount equal to the product of (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or Servicing Fee Rate, multiplied by (ii) if Consumers Energy or any the aggregate Receivables Principal Balance of its Affiliates is not all Receivables in the ServicerReceivables Trust Estate as of the first day of the related Collection Period, multiplied by (iii) one-twelfth. The Servicing Fee for the initial Payment Date shall be an amount agreed upon equal to the product of (i) the Servicing Fee 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 the Servicer solely to the extent that amounts are available for payment in accordance with the terms of the Indenture. The initial Servicer’s expenses include expenses incurred by the Successor initial Servicer and the Indenture Trustee, in connection with its activities hereunder; provided, that the Servicing Fee initial Servicer in its capacity as such shall not exceed 0.75% be liable for any liabilities, costs or expenses of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based Receivables Trust, the Issuer or the Noteholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation or measured by income or gross receipts (A) or any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior or penalties with respect thereto or arising from a failure to remittance to the Collection Account and (Bcomply therewith) all late payment charges, if any, collected from Customers except to the extent consistent with the Tariff; providedthat such liabilities, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount taxes or expenses arose as a result of the Collection Account on breach by the initial Servicer Business Day that such payment is to be made pursuant to of its obligations under Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made6.02 hereof. In additionsuch case, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the initial Servicer shall be required to pay all other costs and such expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) therefor other than the Servicing Fee. The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income payment of the Issuerexpenses of SST, shall not be deemed as Successor Servicer, which with respect to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses SST are set forth in the Financing OrderSST 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. (a) In consideration As compensation for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any performance of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that obligations under this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to receive the Servicer Fee and the Additional Servicer Fee, if applicable. The Servicer Fee with respect to any Lease Contract shall be reimbursed paid monthly, commencing on the related Initial Payment Date and terminating on the first to occur of (i) the receipt of the last Scheduled Payment and related Residual Proceeds with respect to the last remaining Lease Contract, (ii) the receipt of Recoveries and Insurance Proceeds with respect to the last remaining Lease Contract, or (iii) the date on which the Transferor or MBIA purchases the last remaining Lease Contract. The Servicer Fee shall be paid to the Servicer at the times and in the priority as set forth in the Trust and Security Agreement. The Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including, without limitation, payment of the Issuer for filing fees and disbursements of the Independent Accountants and payment of expenses incurred in connection with distributions and reports to the Trustee, the Back-up Servicer, MBIA, the Rating Agencies and Certificateholders, payment of the fee of the Lockbox Bank under the Lockbox Agreement and any payment of any fees in connection with the ACH Account and expenses shall not be entitled to reimbursement for attorneyssuch expenses; provided, accountantshowever, printing or other professional services retained by the Issuer and paid for by that the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) will be entitled to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable reimbursement pursuant to the prior sentence, the Servicer shall be required to pay all other Section 12.02(d)(i)(B) for reasonable costs and expenses incurred by the Servicer (including reasonable attorney's fees and out-of-pocket expenses) in performing its activities hereunder (butconnection with the realization, for the avoidance attempted realization or enforcement of doubtrights and remedies upon Defaulted Lease Contracts, excluding any from amounts received as Recoveries from such costs and expenses incurred by Consumers Energy in its capacity as Administrator)Defaulted Lease Contracts. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid In connection with any transfer of the servicing obligations to the a successor Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement6.02 hereof, the Back-up Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair of Transition Costs as provided therein and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderTrust and Security Agreement.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Series 1995-5 Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long (a) the Servicing Fee Rate, (b) the Pool Balance as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or last day of the Collection Period second preceding such Distribution Date and (iic) if Consumers Energy or the Series 1995-5 Allocation Percentage with respect to the immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to the Series 1995-5 Certificateholders with respect to any Distribution Date (the "Certificateholders' Monthly Servicing Fee") shall be equal to one-twelfth of its Affiliates is not the Servicer, an amount agreed upon product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Trust, the Trustee or the Series 1995-5 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and the Series 1995-annually, with half of 5 Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid by the 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 the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the first Payment related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders' Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders' Monthly Servicing Fee for such Distribution Date shall be calculated based on deemed to be zero for all purposes of this Series Supplement and the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the TariffAgreement; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Certificateholders' Monthly Servicing Fee shall be determined without regard paid on a future Distribution Date solely to the income extent amounts are available therefor pursuant to Section 4.10(d); provided further that, to the extent any such waived Certificateholders' Monthly Servicing Fee is so paid, the related portion of the Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any performance of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on obligations under this Agreement for each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionSeries, the Servicer shall be entitled to receive the Servicer Fee related to such Series. The Servicer Fee for each Series shall be reimbursed paid monthly, commencing on the Initial Payment Date related to such Series and terminating on the first to occur of (i) the receipt of the last Scheduled Payment related to such Series and related Residual Proceeds with respect to the last remaining Contract supporting such Series, (ii) the receipt of Recoveries with respect to the last remaining Contract supporting such Series, or (iii) the date on which the Issuer, Trendwest or TFI purchases the last remaining Contract or Receivable, as the case may be, supporting such Series. The Servicer Fee for each Series shall be paid by the Issuer for filing to the Servicer at the times and in the priority as set forth in the Indenture and the related Series Supplement. The Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including, without limitation, payment of the fees and fees disbursements of the Independent Accountants, payment of expenses incurred in connection with distributions and expenses reports to the Trustee and the Noteholders and shall not be entitled to reimbursement for attorneyssuch expenses; provided, accountantshowever, printing or other professional services retained by that the Servicer will be entitled to prompt reimbursement from the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other reasonable costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs including reasonable attorney's fees and expenses incurred by Consumers Energy in its capacity as Administrator). (bout-of-pocket expenses) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including the realization, attempted realization or enforcement of rights and remedies upon Defaulted Contracts of a Series, from amounts received as Recoveries from any Defaulted Contracts supporting such Series. The Servicer of a Series shall pay the fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, Subservicer for such Series and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and as reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive 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” for filing fees any Payment Date and fees and expenses the related Collection Period shall be an amount equal to the product of (i) 4.75%, (ii) the aggregate Loan Principal Balance as of the first day of such Collection Period, (iii) one-twelfth. The Servicing Fee shall be payable to the Servicer solely to the extent that amounts are available for attorneys, accountants, printing or other professional services retained by payment in accordance with the Issuer and paid for terms of the Indenture (including by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant retaining Collections in an amount up to the prior sentence, the Servicer shall be required to pay all other costs aggregate accrued and expenses incurred by the Servicer in performing its activities hereunder (but, for unpaid Servicing Fee). For the avoidance of doubt, excluding any such Servicing Fee shall also constitute compensation for the Servicer’s services rendered pursuant to the 2025-1A SUBI Servicing Agreement and related North Carolina Trust Documents. The Servicer’s fees, costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to include the Servicer by the Indenture Trusteereasonable fees and disbursements of attorneys, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indentureindependent accountants and all other fees, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account costs and expenses incurred by the Servicer in connection with its activities hereunder (including hereunder, including, without limitation, any fees payable to and disbursements by its accountants or counsel any Subservicer or any other Person, Person performing any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid Servicer’s duties and obligations hereunder. The Servicer shall be required to it pursuant to this Section 6.06pay such fees, costs and the Servicer expenses for its own account and shall not be entitled to any extra payment or reimbursement therefor. therefor or to any fee SALE AND SERVICING AGREEMENT (dRMIT 2025-1) - Page 15 DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>v<<VER>> \* MERGEFORMAT LEGAL02/45852339v2 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 foregoing Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for in this Agreement and under the 2025-1A 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 2025-1A SUBI Assets, and constitutes a 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. Notwithstanding anything herein to the contrary and so long as no Early Amortization Event or Event of Default has occurred and is continuing, to the extent Collections are projected to be performed by sufficient to pay all amounts payable under Section 8.06 of the Servicer. Such Indenture on the following Payment Date, the Servicer may retain from such Collections an amount up to the Servicing Fee shall be determined without regard payable on such Payment Date (the “Servicing Fee Advance”) on any Business Day. In connection with retaining any amounts attributable to the income of Servicing Fee Advance from the IssuerCollections in accordance with this Section 3.02, the Servicer shall not be deemed to constitute distributions represent that the remaining Collections are reasonably sufficient to pay all amounts payable under Section 8.06 of the Indenture on such Payment Date. For the avoidance of doubt, the Servicing Fee Advance is part of and not in addition to the recipient Servicing Fee. During the Revolving Period, so long as no Reinvestment Criteria Event was outstanding as of the most recent Payment Date, the Servicer may retain from the Collection Account, amounts with respect to each Collection Period not to exceed in the aggregate the lesser of (i) the Principal Collections received during such Collection Period and (ii) the aggregate Purchase Prices owed (but not yet due) by the Issuer to the Depositor pursuant to Section 2.01(b) in respect of Renewal Loans in connection with any profitRenewal Loan Replacements effected during such Collection Period, loss or capital provided that the Servicer shall, no later than the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, remit each such amount to the Depositor on behalf of the Issuer and shall be considered a fixed Operating Expense of to pay the Issuer subject Purchase Price due to the limitations on Depositor in respect of any such expenses set forth in the Financing OrderRenewal Loan.

Servicing Compensation. The monthly servicing fee hereunder (athe "Monthly Servicing Fee") In consideration for its services hereundershall be payable to the Servicer, until in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the Collection in Full earlier of (x) the surrender of the Securitization ChargesVariable Funding Certificate for the final payment thereon and (y) the Trust Termination Date, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long (a) the Servicing Fee Rate and (b) the Variable Funding Percentage of the Pool Balance as Consumers Energy of the last day of the second Collection Period preceding such Distribution Date (or an Affiliate with respect to the first Distribution Date, as of Consumers Energy is the Servicer or (ii) if Consumers Energy or any Initial Cut-Off Date). The remainder of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% be attributable to the Holder of the aggregate initial principal amount Retained Certificate and the Holders of all Securitization Bonds. The Servicing Fee owing shall be calculated based on Investor Certificates, and the initial principal amount Holder of the Securitization Bonds and Variable Funding Certificate shall in no event be paid semi-annually, with half of liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on attributable to the first Payment Date shall be calculated based on Holder of the number of days that this Servicing Agreement has been in effectRetained Certificate or the Investor Certificateholders. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Monthly Servicing Fee shall be determined without regard payable to the income of Servicer solely to the Issuerextent amounts are available for distribution in accordance with Section 4.01(a) hereof. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date, provided that the Servicer believes that sufficient Non-Principal Collections will be available on any future Distribution Date to pay the Monthly Servicing Fee relating to the amount thereof so waived. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee for such Distribution Date shall not be deemed to constitute distributions to be zero for all purposes of this Variable Funding Supplement and the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderAgreement.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionconnection therewith, the Servicer shall be entitled to be reimbursed by receive a servicing fee (the Issuer "Servicing Fee") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for filing fees each Series and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer Series Invested Amount (or procured by such other amount as specified in the Servicer on behalf related Supplement) of such Series, in each case as of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to last day of the prior sentence, the Servicer shall be required to pay all other costs Monthly Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee set forth in Section 6.06(aallocable to (i) shall the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") and (ii) the Enhancement Invested Amount, if any, of a particular Series with respect to any Monthly Period will each be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) relevant Supplement. The share of the Indenture, by wire transfer of immediately available funds from Servicing Fee allocable to any Participation with respect to any Monthly Period will be determined in accordance with the Collection Account to an account designated by the Servicerapplicable Participation Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on so allocated to the Certificateholders' Interest or the Enhancement Invested Amount, if any, of a particular Series or any such date Participation shall be added paid from amounts allocable to the Servicing Fee payable Holder of the Transferor Certificate on the subsequent Payment related Distribution Date. In no event shall the Indenture Trustee Trust, the Trustee, the Investor Certificateholders of any Series, the holder of any Participation or any Enhancement Provider be directly liable for the payment share of any the Servicing Fee or other with respect to any Monthly Period to be paid from amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve allocable to the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holder of the IndentureTransferor Certificate. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until the Collection servicing activities hereunder and reimbursement for its expenses as set forth in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition4.2(b), the Servicer shall be entitled to be reimbursed by receive a monthly servicing fee (the Issuer for filing fees and fees and expenses for attorneys"Monthly Servicing Fee"), accountants, printing or other professional services retained by payable in arrears on each Distribution Date prior to the Issuer and paid for by termination of this Indenture pursuant to Section 11.1 in an amount equal to the Servicer (or procured by the Servicer on behalf sum of the Issuer and paid Monthly Servicing Fees for by the Servicer) to meet the Issuer’s obligations under the Basic Documentsall Series. Except as otherwise specified in a Supplement, the Monthly Servicing Fee for each Series of Notes (each, a "Series Monthly Servicing Fee") on each Distribution Date shall be equal to (i) the amounts payable portion of the Supplemental Servicing Fee allocated to such Series of Notes pursuant to the prior sentencerelated Supplement, plus (ii) one-twelfth of the product of (A) the Servicing Fee Percentage for such Series and (B) the aggregate outstanding principal amount of such Series on the Business Day preceding such Distribution Date. The Series Monthly Servicing Fee for each Series shall be paid to the Servicer pursuant to the procedures set forth in the applicable Supplement. The supplemental servicing fee (the "Supplemental Servicing Fee") for any period shall be required equal to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder Carrying Charges for such period (but, for the avoidance exclusive of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administratoramounts payable under clause (ii) above). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid Servicer's expenses include, and the Servicer agrees to pay, the amounts due to the Servicer by Trustee pursuant to Section 10.6, plus the Indenture Trusteereasonable fees and disbursements of independent accountants, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or plus all other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer or TFFC in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on under the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06Related Documents, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair include, without limitation, all fees and reasonable compensation expenses of TFFC provided for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard in Section 4.12 hereof, all other fees and expenses whatsoever of TFFC other than interest, and all Carrying Charges, to the income of extent not included within the Issuerforegoing. The Servicer, however, shall not be deemed liable for any liabilities, costs or expenses of TFFC, the Trustee or the 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 any interest or penalties with respect thereto or arising from a failure to constitute distributions comply therewith), except to the recipient extent incurred as a result of the Servicer's violation of the provisions of this Indenture; provided, however, the foregoing provisions of this sentence shall not affect the indemnification obligations of Team or the Lessees under Section 16 of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of Leases. In the Issuer subject event that the Servicer fails to pay any amount due to the limitations on Trustee pursuant to Section 10.6 hereof, the Trustee will be entitled to receive such expenses set forth in amounts due from the Financing OrderMonthly Servicing Fee prior to payment thereof to the Servicer.

Servicing Compensation. (a) In consideration The Issuer hereby agrees to pay to the Servicer, as full compensation for its services hereunderservicing activities hereunder and under the other Transaction Documents and as reimbursement for any expense incurred by it in connection therewith, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual a servicing fee (the “Servicing Fee”) with respect to each Monthly Period, payable in arrears on the related Distribution Date, in an amount equal to (i) 0.05the product of 0.75% multiplied by the Aggregate Receivables Balance as of the first day of such Monthly Period, subject to adjustment at the direction of the Trustee to provide additional servicing compensation in an amount up to 110% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or actual servicing costs to any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, if necessary to reflect then-current market rates for servicing of comparable receivables at any time that CMSC is replaced as Servicer hereunder. The share of the Servicing Fee shall not exceed 0.75% allocable to the holders of the aggregate initial principal amount of all Securitization BondsNotes issued from time to time by the Issuer under the Indenture with respect to any Monthly Period shall be set forth in the Indenture. The Servicing Fee owing shall be calculated based on the initial principal amount payable solely out of the Securitization Bonds Pool Collections and shall be paid semi-annuallyFee Collections available for such purpose pursuant to, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance subject to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount priority of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionpayments set forth in, the Servicer shall be entitled to be reimbursed by Indenture. Notwithstanding the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior preceding sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee with respect to any Monthly Period not paid on any such date payable out of the Pool Collections and Fee Collections allocated to the holders of the Notes shall be added payable out of the Pool Collections and Fee Collections allocable to the Servicing Fee payable Issuer on the subsequent Payment Date. In related Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the Indenture Trustee holders of the Notes be liable for the payment share of any the Servicing Fee with respect to any Monthly Period to be payable out of the Pool Collections and Fee Collections allocable to the Issuer or other amounts specified by the Issuer. The Servicer shall pay the fees and expenses of, and agrees to indemnify the Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar in this Section 6.06; provided, that this Section 6.06 does not relieve accordance with the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 terms of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Class A-2 Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long (a) the Servicing Fee Rate, (b) the Pool Balance as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or last day of the Collection Period second preceding such Distribution Date and (iic) if Consumers Energy or the Series 1998-1 Allocation Percentage with respect to the immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to the Series 1998-1 Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be equal to one-twelfth of its Affiliates is not the Servicer, an amount agreed upon product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Trust, the 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 Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and the Series 1998-annually, with half of 1 Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid by the 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 the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the first Payment related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be calculated based on deemed to be zero for all purposes of this Series Supplement and the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the TariffAgreement; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Certificateholders Monthly Servicing Fee shall be determined without regard paid on a future Distribution Date solely to the income extent amounts are available therefor pursuant to Section 4.10(b); provided further that, to the extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of the Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until ---------------------- servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive a monthly servicing fee in respect of any Monthly Period prior to the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf termination of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable Trust pursuant to the prior sentenceSection 11.1 (with respect to each Monthly Period, the Servicer "Monthly Servicing Fee"). The Monthly Servicing Fee shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid equal to the Servicer by sum of (a) the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) product of one-twelfth of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion product of the Servicing Fee not paid Rate and the Average Pool Balance (b) investment earnings on any such date shall be added to amounts on deposit in the Servicing Fee payable Collection Account or earned on collections pending deposit in the subsequent Payment Date. In no event shall Collection Account (the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. "Investment Earnings") and (c) Except as expressly provided elsewhere any Collections of fees and Late Fees processed with respect to such Monthly Period. The Monthly Servicing Fee is payable in this arrears on the Distribution Date immediately following the related Monthly Period. The Monthly Servicing Agreement, the Servicer Fee shall be required calculated on the basis of a 360-day year consisting of twelve 30-day months. The Servicer's expenses include the amounts due to pay from its own account the Trustee pursuant to Section 10.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder (hereunder; provided, however, that the -------- ------- Servicer shall not be liable for any liabilities, costs or expenses of the Trust or the Certificateholders arising under any tax law, including without limitation any fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on the 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 any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration Prior to the Liquidation Servicer Commencement Date, as compensation for its services hereunderthe administration and servicing activities hereunder and reimbursement for the expenses set forth in subsection 2.05(b), until each Local Servicer and Master Servicer shall be entitled to receive on each Distribution Date in arrears, for the Collection in Full preceding Settlement Period prior to the termination of the Securitization ChargesTrust pursuant to Section 9.01 of the Pooling Agreement, the Servicer shall receive an annual 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 ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ 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 related 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 percentage of the remaining Servicing Fee in an amount equal to (i) 0.05% of the percentage obtained by dividing the aggregate initial principal amount Principal Amount of all Securitization Bonds for so long Eligible Receivables conveyed by such Local Servicer to the Contributor or the Company, as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicercase may be, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization BondsAggregate Receivables Amount. The Servicing Fee owing shall be calculated based on payable to such Local Servicers and the initial principal amount Master Servicer solely pursuant to the terms of, and to the extent amounts are available for payment under, Article III of the Securitization Bonds and Pooling Agreement. Any such fee which is payable to a Local Servicer belonging in the United Kingdom shall be paid semi-annually, with half inclusive of United Kingdom value added tax and the application of Section 89 of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date United Kingdom Value Added Tax Act 1994 shall be calculated based on excluded in relation to such fee. (b) The Company hereby directs the number of days that this Servicing Agreement Master Servicer to pay amounts due to the Liquidation Servicer, in the event it has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by appointed a Successor Master Servicer, including the Servicer and invested by the Servicer during each Collection Period prior to remittance Liquidation Servicer's reasonable out-of-pocket expenses relating to the Collection Account and (B) all late payment chargesLiquidation Servicer's inspections, if any, collected from Customers of the Master Servicer's servicing facilities which inspections shall occur not more frequently than once per calendar year (or, following the commencement and continuation of an Early Amortization Period), such inspection shall occur at the discretion of the Liquidation Servicer. The Liquidation Servicer shall ensure that the Liquidation Servicer has (i) completed the Master Servicer Site Review and (ii) reviewed the Master Servicer's Standby Liquidation System and confirmed to the extent consistent with Trustee that such system is operating to the TariffLiquidation Servicer's satisfaction within sixty (60) days following the Effective Date; provided, however, thatthat in no event shall the Master Servicer or the Liquidation Servicer, if in the event it has been appointed as Successor Master Servicer, be liable for any Federal, state or local income or franchise tax, or any interest or penalties with respect thereto, assessed on the Trust, the Trustee or the Investor Certificateholders or the Liquidation Servicer has failed to remit the Daily Remittance except in accordance with Section 5.02 and as otherwise expressly provided herein. Notwithstanding anything to the General Subaccount of contrary herein or in any other Pooling and Servicing Agreements, in the Collection Account on event that the Master Servicer Business Day that such payment is fails to be made pay any amount due to the Liquidation Servicer pursuant to Section 6.11 on more 8.05 of the Pooling Agreement, or following the commencement and continuation (for a period greater than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionany applicable grace period) of an Early Amortization Period, the Liquidation Servicer shall be entitled entitled, in addition to be reimbursed by the Issuer for filing fees any other rights it may have under law and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for Pooling Agreement, to receive directly such amounts owing to it under the amounts payable pursuant Pooling and Servicing Agreements from, and in the same order of priority as, the Servicing Fee before payment to the prior sentence, the Master Servicer or Local Servicer of any portion thereof. The Master Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment therefor other than the Servicing Fee. Nothing contained herein shall be construed to limit the obligation of the Master Servicer or reimbursement therefor. (d) The foregoing the Company to pay any amounts due to the Liquidation Servicer pursuant to Section 8.05 of the Pooling Agreement. Other than as provided herein or in any other Transaction Document, the Trustee may not set-off or apply funds except as permitted by Article III of the Pooling Agreement or any Supplement thereto and the Trustee hereby agrees that it shall have no right of setoff or banker's lien against, and no right to otherwise deduct from, the Servicing Fee constitutes a fair and reasonable compensation for the obligations any amount owed to be performed it by the Master Servicer. Such Servicing Fee shall be determined without regard , in its capacities the Master Servicer or otherwise, pursuant to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderTransaction Documents.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee with respect to any Collection Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.1 (the “Monthly Servicing Fee”) payable in arrears on each Distribution Date in an amount equal to, with respect to each Series then outstanding, one-twelfth of the product of the Servicing Fee Percentage for such Series and the sum of an allocable portion of the Transferor Amount and the Invested Amount of such Series, each as of the last day of the Collection Period preceding the Collection Period with respect to which the Monthly Servicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificateholders with respect to any Distribution Date (with respect to any such Series, the “Investor Monthly Servicing Fee”) shall be reimbursed determined and paid to the Servicer in accordance with the related Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Issuer Transferor, and in no event shall the Trust, the Trustee, any Enhancement Provider or the Investor Certificateholders be liable for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained the share of the Monthly Servicing Fee to be paid by the Issuer and Transferor. The share of the Monthly Servicing Fee to be paid for by the Servicer (or procured by Transferor shall not be paid from the Servicer on behalf of the Issuer Trust Property and shall be paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant only to the prior sentenceextent 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 required entitled to pay assert a claim against the Transferor for the unpaid amount. In the case of the first Collection Period, the Monthly Servicing 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 11.5 and the reasonable fees and disbursements of independent accountants and all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including hereunder; provided, however, that the Servicer shall not be liable for any fees to and disbursements by its accountants liabilities, costs or counsel 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 Person, any taxes 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 Servicer and any expenses extent incurred in connection with reports to Holders) out as a result of the compensation retained by or paid Servicer’s violation of the provisions of this Agreement. The Servicer shall be required to it pursuant to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunderservicing activities hereunder and as reimbursement for any expense incurred by it in connection therewith, until prior to the Collection in Full termination of the Securitization ChargesServicer in accordance herewith, the Servicer shall be entitled to receive an annual a servicing fee (the “Servicing Fee”) with respect to each Collection Period, payable monthly on the related Distribution Date, in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is (a) the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half weighted average of the Servicing Fee being paid on Rates with respect to each Payment Dateoutstanding Series (based upon the Servicing Fee Rate for each Series and the Allocation Amount (or such other amount as specified in the related Indenture Supplement) of such Series, except that in each case as of the last day of the prior Collection Period) and (b) the amount of the Servicing Fee to be paid sum of the Contracts on each day of the first Payment Date shall be calculated based on related Collection Period divided by the number of days that this Servicing Agreement has been in effectsuch Collection Period. The Servicer also shall be entitled share of the Servicing Fee allocable to retain as additional compensation (A) a particular Series with respect to any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to (the Collection Account and (B“Monthly Servicing Fee”) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicerrelevant Indenture Supplement. Any The portion of the Servicing Fee with respect to any Collection Period not paid on pursuant to any such date particular Series shall be added to paid by the Servicing Fee payable holders of the Trust Certificates on the subsequent Payment related Distribution Date. In no event shall the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee Trustee, the Noteholders of any Series or any Series Enhancer be liable for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does is not relieve allocable to any particular Series. Other than the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing AgreementFee, the Servicer shall be required to pay from its own account expenses incurred by Incentive Fee and the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other PersonAncillary Fees, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment additional fees, reimbursement (including reimbursement for any out-of-pocket expenses incurred in the performance of its duties) or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair other compensation in connection with the servicing and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income administration of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderContracts.

Servicing Compensation. The monthly servicing fee ---------------------- hereunder (athe "Monthly Servicing Fee") In consideration for its services hereundershall be payable to the Servicer, until in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the Collection in Full earlier of (x) the surrender of the Securitization ChargesVariable Funding Certificate for the final payment thereon and (y) the Trust Termination Date, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long (a) the Servicing Fee Rate and (b) the Variable Funding Percentage of the Pool Balance as Consumers Energy of the last day of the second Collection Period preceding such Distribution Date (or an Affiliate with respect to the first Distribution Date, as of Consumers Energy is the Servicer or (ii) if Consumers Energy or any Initial Cut-Off Date). The remainder of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% be attributable to the Holder of the aggregate initial principal amount Retained Certificate and the Holders of all Securitization Bonds. The Servicing Fee owing shall be calculated based on Investor Certificates, and the initial principal amount Holder of the Securitization Bonds and Variable Funding Certificate shall in no event be paid semi-annually, with half of liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on attributable to the first Payment Date shall be calculated based on Holder of the number of days that this Servicing Agreement has been in effectRetained Certificate or the Investor Certificateholders. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Monthly Servicing Fee shall be determined without regard payable to the income of Servicer solely to the Issuerextent amounts are available for distribution in accordance with Section 4.01(a) hereof. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date, provided that the Servicer believes that sufficient Non-Principal Collections will be available on any future Distribution Date to pay the Monthly Servicing Fee relating to the amount thereof so waived. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee for such Distribution Date shall not be deemed to constitute distributions to be zero for all purposes of this Variable Funding Supplement and the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderAgreement.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesNotes, the Servicer shall receive an annual fee (the “"Servicing Fee”") in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds Outstanding Series of Notes for so long as Consumers Energy CPL or any of its Permitted Successors or assigns or an Affiliate of Consumers Energy CPL is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall but not exceed 0.75more than 0.60% of the aggregate initial principal amount of all Securitization BondsOutstanding Series of Notes if CPL, any Permitted Successor or assign or an Affiliate is not the Servicer. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date. So long as CPL or an affiliate thereof remains as Servicer, except that the amount of the Servicing Fee Servicer shall not cause Transition Charges to be paid billed separately to Customers or REPs from amounts owed to the Servicer on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectits own account. The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Charge TC Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariffor REPs; provided, however, that, that if the Servicer has failed to remit the Daily Remittance TC Payments to the General Subaccount of the Collection Account on the Servicer same Business Day that the Servicer received such payment is to be made pursuant to Section 6.11 TC Payments on more than three occasions during the period that the Securitization Bonds Notes are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee any interest earnings on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for TC Payments received by the Servicer (or procured and invested by the Servicer on behalf of the Issuer and paid for by the Servicer) during each Collection Period prior to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant remittance to the prior sentence, Collection Account for so long as the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator)Notes remain outstanding. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Note Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Note Issuer and shall be considered a fixed Operating Expense of the Note Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration A monthly servicing fee for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee Series 2003-2 (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Payment Date in respect of any Collection Period (or portion thereof) occurring prior to the first Payment Date on which the Invested Amount is zero, in an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the product of (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or Series 2003-2 Allocation Percentage and (ii) if Consumers Energy or the Pool Balance as of the last day of the second Collection Period preceding such Payment Date. The share of the Monthly Servicing Fee allocable to the Series 2003-2 Certificateholders with respect to any Payment Date (the "Certificateholders' Monthly Servicing Fee") shall be equal to one-twelfth of its Affiliates the product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the second Collection Period preceding such Payment Date and shall be payable in the manner set forth in Section 4.6 and Section 4.10; provided, however, that with respect to the first Payment Date for Series 2003-2, clause (b) of this sentence shall be deemed to refer to the Invested Amount on the Closing Date. Notwithstanding the foregoing, with respect to the first Payment Date for Series 2003-2, each reference in the preceding sentences of this Section to one-twelfth shall be deemed to be replaced by a fraction, the numerator of which is not the Servicer, an amount agreed upon number of days from but excluding the Closing Date to and including the last day of the month in which the Closing Date occurs and the denominator of which is 360. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Transferor and in no event shall the Trust, the Trustee or the Series 2003-2 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Transferor; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Transferor and the Investor Certificateholders of other Series, the Trustee and the Series 2003-annually, with half of 2 Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date Transferor or the Investor Certificateholders of other Series. The Certificateholders' Monthly Servicing Fee shall be calculated based on payable to the number Servicer solely to the extent amounts are available for payment in accordance with the terms of days this Series Supplement or to the extent that amounts may be netted with respect thereto in accordance with the terms of this Servicing Agreement has been in effectSeries Supplement or the Agreement. The Servicer also shall be entitled permitted, in its sole discretion, to retain as additional compensation (A) waive the Monthly Servicing Fee for any interest earnings Payment Date, in whole or in part, by notice to the Trustee on Securitization Charge Payments received by or before the related Determination Date; provided that the Servicer and invested by reasonably believes that sufficient Non-Principal Collections shall be available on any future Payment Date to pay the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers waived portion of Monthly Servicing Fee. The waived portion of such Monthly Servicing Fee shall be paid on a future Payment Date to the extent consistent amounts are available therefor pursuant to Section 4.10(a) or to the extent that amounts may be netted with respect thereto in accordance with the Tariffterms of this Series Supplement or the Agreement; provided, however, that, if to the extent any such waived Monthly Servicing Fee is so paid, the related portion of the Monthly Servicing Fee to be paid by the Transferor shall be paid by the Transferor to the Servicer. If the Servicer has failed to remit is the Daily Remittance Initial Servicer, and payment of any portion of the Monthly Servicing Fee to the General Subaccount Initial Servicer on a Payment Date would require a withdrawal from the Reserve Fund, then absent affirmative notice to the Trustee by the Initial Servicer to the contrary, the Initial Servicer shall be deemed to have waived payment of the Collection Account that portion on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 Payment Date; provided that a deemed waiver described in this sentence shall not occur on more than three occasions during the two Payment Dates in any twelve month period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer and shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid occur on any such date shall be added to the Servicing Fee payable on the subsequent two consecutive Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the IndentureDates. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

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

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and as reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive 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” for filing fees and fees and expenses any Payment Date, other than the Initial Payment Date, shall be an amount equal to the product of (i) 4.75%, multiplied by (ii) the aggregate Loan Principal Balance as of the first day of the related Collection Period, multiplied by (iii) one-twelfth. The Servicing Fee shall be payable to the Servicer solely to the extent that amounts are available for attorneys, accountants, printing or other professional services retained by payment in accordance with the Issuer and paid for terms of the Indenture (including by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant retaining Collections in an amount up to the prior sentence, the Servicer shall be required to pay all other costs aggregate accrued and expenses incurred by the Servicer in performing its activities hereunder (but, for unpaid Servicing Fee). For the avoidance of doubt, excluding any such Servicing Fee shall also constitute compensation for the Servicer’s services rendered pursuant to the 2021-2A SUBI Servicing Agreement and related North Carolina Trust Documents. The Servicer’s fees, costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to include the Servicer by the Indenture Trusteereasonable fees and disbursements of attorneys, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indentureindependent accountants and all other fees, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account costs and expenses incurred by the Servicer in connection with its activities hereunder (including hereunder, including, without limitation, any fees payable to and disbursements by its accountants or counsel any Subservicer or any other Person, Person performing any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid Servicer’s duties and obligations hereunder. The Servicer shall be required to it pursuant to this Section 6.06pay such fees, costs and the Servicer expenses for its own account and shall not be entitled to any extra payment or reimbursement therefor. therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (dother 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 foregoing 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 a 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 to be performed by hereunder for compensation commensurate with the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderFee.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer receive a monthly servicing fee in respect of any Monthly Period (or procured by portion thereof) prior to the Servicer on behalf termination of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable Trust pursuant to Section 12.1, payable in arrears on each Transfer Date in an amount equal to the prior sentencetotal for all Series of the following amount calculated for each Series: 1/12th of the product of (A) the Servicing Fee Percentage for such Series times (B) the sum of (i) a pro rata portion (based on the Investor Amount of each Series) of the JCPR Amount and (ii) the applicable Investor Amount as of the first day of the related Monthly Period, or portion thereof (the "Monthly Servicing Fee"). The share of the Monthly Servicing Fee allocable to each Series of the Investor Certificateholders with respect to any Monthly Period (or portion thereof) shall be equal to one-twelfth the 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 such Series, the Servicer shall be required to pay all other costs "Investor Monthly Servicing Fee") and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in pursuant to Section 8.02(e) 4.5. The remainder of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Monthly Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In paid by JCPR and in no event shall the Indenture Trust, the Trustee or the Investor Certificateholders be liable for the payment share of any the Monthly Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve to be paid by JCPR and no drawing may be made under any Letter of Credit with respect thereto. In the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 case of the Indenture. (c) Except as expressly provided elsewhere Monthly Period in this Servicing Agreementwhich a Closing Date occurred for any Series, the Servicer Monthly Servicing Fee and the Investor Monthly Servicing Fee with respect to such Series shall be required accrue from the date interest begins to pay from its own account accrue with respect to such Series. The Servicer's expenses include the reasonable fees and disbursements of independent accountants and all other expenses incurred by the Servicer in connection with its activities hereunder (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 fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on the 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 any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration The Issuer hereby agrees to pay to the Servicer, as full compensation for its services hereunderservicing activities hereunder and under the other Transaction Documents and as reimbursement for any expense incurred by it in connection therewith, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual a servicing fee (the “Servicing Fee”) with respect to each Monthly Period, payable in arrears on the related Distribution Date, in an amount equal to (i) 0.05the product of 0.75% multiplied by the weighted average over such Monthly Period of the aggregate initial principal amount daily sums of all Securitization Bonds the Aggregate Employer Balances for so long as Consumers Energy or an Affiliate each Employer under the Pool Relocation Management Agreements, subject to adjustment at the direction of Consumers Energy is the Servicer or Indenture Trustee (iiupon satisfaction of the Rating Agency Condition) if Consumers Energy or to provide additional servicing compensation to any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, if necessary to reflect then-current market rates for servicing of comparable receivables at any time that CMSC is replaced as Servicer hereunder. The share of the Servicing Fee shall not exceed 0.75% allocable to the holders of the aggregate initial principal amount of all Securitization BondsNotes issued from time to time by the Issuer under the Indenture with respect to any Monthly Period shall be set forth in the Indenture. The Servicing Fee owing shall be calculated based on the initial principal amount payable solely out of the Securitization Bonds Pool Collections available for such purpose pursuant to, and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance subject to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount priority of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionpayments set forth in, the Servicer shall be entitled to be reimbursed by Indenture. Notwithstanding the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior preceding sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee with respect to any Monthly Period not paid on any such date payable out of the Pool Collections allocated to the holders of the Notes shall be added payable out of the Pool Collections allocable to the Servicing Fee payable Issuer on the subsequent Payment Date. In related Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the Indenture Trustee holders of the Notes be liable for the payment share of any the Servicing Fee with respect to any Payment Period to be payable out of the Pool Collections allocable to the Issuer or other amounts specified in this Section 6.06; providedby the Issuer. The Servicer shall pay the fees and expenses of, that this Section 6.06 does not relieve and agrees to indemnify the Indenture Trustee Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar out of any duties it has to allocate funds for payment for such fees under Section 8.02 the Servicing Fee in accordance with the terms of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to the product of (a) the Servicing Fee Rate, (b) the Pool Balance as of the last day of the Collection Period second preceding such Distribution Date and (c) the Series 2002-CC Allocation Percentage with respect to the immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to the Series 2002-CC Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be equal to the product of (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or Monthly Servicing Fee and (ii) if Consumers Energy or any the Floating Allocation Percentage for the related Collection Period. A portion of its Affiliates is not the ServicerCertificateholders Monthly Servicing Fee shall be allocated to each series of Notes in accordance with the related Indenture Supplement, an amount agreed upon and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Trust, the Trustee or the Series 2002-CC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and in no event shall the Series 2002-annually, with half of CC Certificateholders be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid by the 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 Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the first Payment 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 calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall deemed to be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received reduced by the Servicer amount so waived for all purposes of this Series Supplement and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the TariffAgreement; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Certificateholders Monthly Servicing Fee shall be determined without regard paid on a future Distribution Date solely to the income extent amounts are available therefor pursuant to the applicable Indenture Supplement; provided, further, that, to the extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of the Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee with respect to Series 2000-1 (the “"Monthly Servicing Fee”") in an amount equal shall be payable to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trusteearrears, on each Payment Date in accordance with respect of any Collection Period (or portion thereof) occurring on or prior to the priorities set forth in Section 8.02(e) earlier of the Indenturefirst Payment Date following the Stated Maturity Date and the first Payment Date on which the Invested Amount is zero, by wire transfer in an amount equal to one-twelfth of immediately available funds from the product of (a) the Servicing Fee Rate and (b) the Series 2000-1 Allocation Percentage of the Pool Balance (excluding the amount of Principal Receivables relating to Non-Serviced Participated Receivables) in each case, as of the last day of the second Collection Period preceding such Payment Date. The share of the Monthly Servicing 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 Invested Amount as of the last day of the Collection Account Period second preceding such Payment Date; provided, however, that the Noteholder Monthly Servicing Fee with respect to an account designated the first Payment Date will be $583,333. The remainder of the Monthly Servicing Fee for the first Payment Date and each subsequent Payment Date shall be paid by the ServicerCertificateholders and, in no event shall the Trust or the Series 2000-1 Noteholders be liable for the share of the Monthly Servicing Fee to be paid by the Certificateholders. Any portion The remainder of the Servicing Fee not paid on any such date shall be added to paid by the Servicing Fee payable on Certificateholders and the subsequent Payment Date. In Noteholders of other Series and the Series 2000-1 Noteholders shall in no event shall the Indenture Trustee be liable for the payment share of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred paid by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants Certificateholders or counsel or any the Noteholders of other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) Series. The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Noteholder Monthly Servicing Fee shall be determined without regard payable to the income Servicer solely to the extent amounts are available for distribution in accordance with the terms of the Issuer, shall not be deemed to constitute distributions to the recipient Trust Sale and Servicing Agreement and Section 4.04(a) of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Orderthis Series Supplement.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) commencing after the 1990 Trust Termination Date and occurring prior to the earlier of the first Distribution Date following the Series Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to (i) 0.05% one-twelfth of the result of (a) 1% multiplied by (b) the aggregate initial principal amount of all Securitization Bonds for so long Dealer Notes outstanding as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or last day of such Due Period and multiplied by (iic) if Consumers Energy or 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 its Affiliates is not (a) the Servicer, an amount agreed upon Monthly Servicing Fee and (b) the Floating Allocation Percentage with respect to such Due Period. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 1995-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and the Series 1995-annually, with half of 1 Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date Seller or the Investor Certificateholders of other Series. The Investor Servicing Fee shall be calculated based on payable to the number Servicer solely to the extent amounts are available for distribution in accordance with the terms of days that this Servicing Agreement has been in effectSeries Supplement. The Servicer also shall will be entitled permitted, in its sole discretion, to retain as additional compensation (A) waive the Monthly Servicing Fee for any interest earnings on Securitization Charge Payments received Distribution Date by the Servicer and invested by the Servicer during each Collection Period prior to remittance notice to the Collection Account and (B) all late payment charges, if any, collected from Customers to Master Trust Trustee on or before the extent consistent with the Tariffrelated Determination Date; provided, however, that, if that the Servicer has failed believes that sufficient Series Allocable Finance Charge Collections will be available on any future Distribution Date to remit pay the Daily Remittance Investor Servicing Fee relating to the General Subaccount of the Collection Account on waived Monthly Servicing Fee. If the Servicer Business Day that so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Investor Servicing Fee for such payment is Distribution Date shall be deemed to be made pursuant to Section 6.11 on more than three occasions during zero for all purposes of this Series Supplement and the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06Agreement; provided, however, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Investor Servicing Fee shall be determined without regard paid on a future date solely to the income 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 Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and as reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth payable in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, 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” for any such Payment Date, other than the Payment Date immediately following the initial Funding Date, shall be an amount equal to the product of (i) 4.64%, multiplied by (ii) the aggregate Loan Principal Balance as of the first day of the related Collection Period, multiplied by (iii) one-twelfth. The Servicing Fee for the Payment Date immediately following the initial Funding Date shall be an amount equal to the product of (i) 4.64%, multiplied by (ii) the aggregate Loan Principal Balance as of the 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 Servicing Fee shall be payable to the Servicer solely to the extent that amounts are available for payment in accordance with the priorities set forth in Section 8.02(e) terms of the Indenture. The Servicer’s fees, by wire transfer costs and expenses include the reasonable fees and disbursements of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or attorneys, independent accountants and all other amounts specified in this Section 6.06; providedfees, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account costs and expenses incurred by the Servicer in connection with its activities hereunder (including hereunder, including, without limitation, any fees payable to and disbursements by its accountants or counsel any Subservicer or any other Person, Person performing any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid Servicer’s duties and obligations hereunder. The Servicer shall be required to it pursuant to this Section 6.06pay such fees, costs and the Servicer expenses for its own account and shall not be entitled to any extra payment or reimbursement therefor. therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (dother 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 foregoing 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 a 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 to be performed by hereunder for compensation commensurate with the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderFee.

Servicing Compensation. (a) In consideration As full compensation for its services hereunderservicing activities hereunder and under any Supplement or PI Agreement, until the Collection and as reimbursement for any expense incurred by it in Full of the Securitization Chargesconnection therewith, the Servicer shall be entitled to receive an annual a monthly servicing fee (the “"Servicing Fee”") in an amount equal 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 (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long any Series or Purchased Interest shall be calculated as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy follows. At any time when Big Flower or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee for any Distribution Period shall be equal to one-twelfth of the product of (a) 2%, multiplied by (b) the 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 exceed 0.75a Big Flower Person shall be an amount equal to the greater of (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 initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other reasonable costs and expenses incurred by such Servicer during such Distribution Period in connection with the Servicer in performing performance of its activities hereunder obligations under this Agreement and the other Transaction Documents, and (but, for y) the avoidance of doubt, excluding any such other costs and expenses incurred by Consumers Energy that are to be paid out of the Servicing Fee, as described in its capacity 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 as Administrator). (b) measured on the first Business Day of the Distribution Period. The 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 set forth pursuant to other provisions of this Agreement, and all other fees and expenses that are not expressly stated in Section 6.06(a) this Agreement, any Series Supplement or any PI Agreement to be payable by the Trust or Transferor, other than Federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, of the Trust, shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion out of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of paid by Servicer from the Issuer subject to funds that constitute the limitations on such expenses set forth in the Financing OrderServicing Fee.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing and custodial activities hereunder and reimbursement for its expenses (in the Collection case of Conn Appliances only) as set forth in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a servicing fee (the “Servicing Fee”) as set forth in an amount equal the Transaction Documents (including, with regards to (iSST as Successor Servicer, as set forth on the SST Fee Schedule) 0.05% prior to the Indenture Termination Date as described in Section 12.1 of the aggregate initial principal amount of all Securitization Bonds Indenture. The Servicing Fee shall be payable, with respect to each Series, at the times and subject to the limitations set forth in the Indenture; provided, that, amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee for so long as Consumers Energy or an Affiliate of Consumers Energy Conn Appliances is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon . The initial Servicer’s expenses include expenses incurred by the Successor initial Servicer and the Indenture Trustee, in connection with its activities hereunder; provided, that the Servicing Fee initial Servicer in its capacity as such shall not exceed 0.75% be liable for any liabilities, costs or expenses of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based Receivables Trust, the Issuer, the Noteholders or the 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 the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation or measured by income or gross receipts (A) or any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior or penalties with respect thereto or arising from a failure to remittance to the Collection Account and (Bcomply therewith) all late payment charges, if any, collected from Customers except to the extent consistent with the Tariff; providedthat such liabilities, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount taxes or expenses arose as a result of the Collection Account on breach by the initial Servicer Business Day that such payment is to be made pursuant to of its obligations under Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made6.02 hereof. In additionsuch case, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the initial Servicer shall be required to pay all other costs and such expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) therefor other than the Servicing Fee. The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income payment of the Issuerexpenses of SST, shall not be deemed as Successor Servicer, which with respect to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses SST are set forth in the Financing Order.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. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and as reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive a servicing fee (the Issuer "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 filing fees each Series and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer Adjusted Investor Interest (or procured by such other amount as specified in the Servicer on behalf related Supplement) of such Series, in each case as of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to last day of the prior sentence, the Servicer shall be required to pay all other costs Monthly Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee set forth in Section 6.06(aallocable to Investor Certificates (the "Investor Servicing Fee") shall of a particular Series with respect to any Monthly Period will each be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicerrelevant Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on any such date so allocated to the Investor Certificates of a particular Series shall be added paid by the Holder of the Transferor Certificate directly to the Servicing Fee payable Servicer on the subsequent Payment related Transfer Date. In , and in no event shall the Indenture Trust, the Trustee or the Investor Certificateholders of any Series be liable for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve with respect to any Monthly Period to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holder of the Indenture. Transferor Certificates (c) Except as expressly provided elsewhere in this the "Transferor Servicing Agreement, Fee"). The Servicer's expenses include the Servicer shall be required amounts due to pay from its own account 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 (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 fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on the 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 any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Chargesconnection therewith, the Master Servicer shall be entitled to receive an annual a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to (i) 0.05% one-twelfth of the aggregate initial principal amount product of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is (a) the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half weighted average of the Servicing Fee being paid on Rates with respect to each Payment Dateoutstanding Series (based upon the Servicing Fee Rate for each Series and the Investor Amount (or such other amount as specified in the related Supplement) of such Series, except that in each case as of the last day of the prior Monthly Period) and (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to be paid on (i) the first Payment Date shall be calculated based on Certificateholders' Interest of a particular Series with respect to any Monthly Period (the number of days that this "Monthly Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation Fee"), (Aii) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment chargesEnhancement Investor Amount, if any, collected from Customers of a particular Series with respect to any Monthly Period, (iii) the extent consistent with Transferor's Interest and (iv) the Tariff; provided, however, thatSeller's Interest, if the Servicer has failed any, with respect to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to any Monthly Period will each be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicerrelevant Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on any such date specifically allocated to the Certificateholders' Interest, the Seller's Interest, the Transferor's Interest or the Enhancement Investor Amount, if any, of a particular Series shall be added to paid by the Servicing Fee payable Holders of the Transferor Certificates on the subsequent Payment Date. In related Distribution Date and in no event shall the Indenture Trustee Trust, the Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve with respect to any Monthly Period to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holders of the IndentureTransferor Certificates. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and reimbursement for its expenses as set forth in Full of the Securitization ChargesSECTION 2.5(b), the Servicer shall be entitled to receive an annual on each Distribution Date for the preceding Accrual Period prior to the termination of the Trust pursuant to Section 9.1 of the Pooling Agreement a servicing fee (the “"SERVICING FEE"). The Servicing Fee”) in Fee shall be an amount equal to (i) 0.05% the product of (A) the Servicing Fee Percentage and (B) the average aggregate Principal Amount of the aggregate initial principal amount of all Securitization Bonds Receivables in the Trust for so long as Consumers Energy or an Affiliate of Consumers Energy the Accrual Period immediately preceding such Distribution Date (or, if such Accrual Period is the Servicer or initial Accrual Period, the average aggregate Principal Amount of the Receivables in the Trust in March 2003) and (C) the number of days 9 in such Accrual Period, divided by (ii) if Consumers Energy or any of its Affiliates is not the Servicer360 (or, an amount agreed upon by the Successor Servicer and the Indenture Trusteewith respect to a particular Outstanding Series, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing as shall be calculated based on provided in the initial principal amount of related Supplement). Except as otherwise set forth in the Securitization Bonds and shall be paid semi-annuallyrelated Supplement, with half the share of the Servicing Fee being paid on allocable to each Payment Date, except that Outstanding Series for any Accrual Period shall be an amount equal to the amount product of (i) the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain for such Accrual Period and (ii) a fraction (expressed as additional compensation a percentage) (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by numerator of which is the Servicer during each Collection daily average Invested Amount for such Accrual Period prior with respect to remittance to the Collection Account such Series and (B) all late payment chargesthe denominator of which is the daily average Aggregate Invested Amount for such Accrual Period (with respect to any such Series, if any, collected from Customers to the extent consistent with the Tariff"MONTHLY SERVICING FEE"); provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel day USFS or any other Person, any taxes imposed on Affiliate thereof is acting as the Servicer and an Early Amortization Event has occurred and is continuing with respect to any expenses incurred in connection with reports to Holders) out Outstanding Series, payment of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Monthly Servicing Fee constitutes a fair and reasonable compensation for with respect to such Series shall be deferred until all amounts due under the obligations to be performed by the ServicerInvestor Certificates of such Series have been paid in full. Such The Servicing Fee shall be determined without regard payable to the income Servicer solely pursuant to the terms of, and to the extent amounts are available for payment under, Article III of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderPooling Agreement.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “Monthly Servicing Fee”) shall be payable to the Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Series Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to (i) 0.05% one-twelfth of the result of (a) 1% multiplied by (b) the aggregate initial principal amount of all Securitization Bonds for so long Dealer Notes outstanding as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or last day of such Due Period and multiplied by (iic) if Consumers Energy or 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 its Affiliates is not (a) the Servicer, an amount agreed upon Monthly Servicing Fee and (b) the Floating Allocation Percentage with respect to such Due Period. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2000-VFC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and the Series 2000-annually, with half of VFC Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date Seller or the Investor Certificateholders of other Series. The Investor Servicing Fee shall be calculated based on payable to the number Servicer solely to the extent amounts are available for distribution in accordance with the terms of days that this Servicing Agreement has been in effectSeries Supplement. The Servicer also shall will be entitled permitted, in its sole discretion, to retain as additional compensation (A) waive the Monthly Servicing Fee for any interest earnings on Securitization Charge Payments received Distribution Date by the Servicer and invested by the Servicer during each Collection Period prior to remittance notice to the Collection Account and (B) all late payment charges, if any, collected from Customers to Master Trust Trustee on or before the extent consistent with the Tariffrelated Determination Date; provided, however, that, if that the Servicer has failed believes that sufficient Series Allocable Finance Charge Collections will be available on any future Distribution Date to remit pay the Daily Remittance Investor Servicing Fee relating to the General Subaccount of the Collection Account on waived Monthly Servicing Fee. If the Servicer Business Day that so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Investor Servicing Fee for such payment is Distribution Date shall be deemed to be made pursuant to Section 6.11 on more than three occasions during zero for all purposes of this Series Supplement and the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06Agreement; provided, however, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Investor Servicing Fee shall be determined without regard paid on a future date solely to the income 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 Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive a monthly servicing fee in respect of any Due Period after the Issuer for filing fees Certificate Trust Termination Date and fees and expenses for attorneys, accountants, printing or other professional services retained by prior to the Issuer and paid for by the Servicer (or procured by the Servicer on behalf termination of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to Section 8.1 (with respect to each Due Period, the “Monthly Servicing Fee”) which shall equal 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 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 sentence, the Servicer shall be required to pay all other costs Due Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the amount of Principal Receivables on the last day of the prior Due Period. The share of the Monthly Servicing Fee set forth in Section 6.06(a) shall allocable to each Series with respect to any Due Period will be paid to the Servicer by the Indenture Trustee, on each Payment Date determined in accordance with the priorities set forth in Section 8.02(e) of related Indenture Supplement. The Servicer’s expenses include the Indenture, by wire transfer of immediately available funds from the Collection Account amounts due to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment pursuant to Section 6.7 of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee and the reasonable fees and disbursements of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder (hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Issuer, the Indenture Trustee, any Enhancement Provider, the Noteholders or the Owner Trustee, arising under any tax law, including without limitation any fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on the 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 any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesTransition Bonds, the Servicer shall receive an annual fee (the “"Servicing Fee”") in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $400,000 for so long as Consumers Energy EGSI or an Affiliate of Consumers Energy EGSI is the Servicer or (ii) if Consumers Energy EGSI or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture TrusteeIssuer, providedand approved by the PUCT, provided that the Servicing Fee such amount shall not exceed 0.751.25% of the aggregate initial principal amount of all Securitization BondsOutstanding Series of Transition Bonds unless the Rating Agency Condition is satisfied. The Servicing Fee owing shall be calculated based on the initial principal amount in respect of the Securitization Bonds and each Series shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Charge TC Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account Accounts and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariffor REPs; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the applicable General Subaccount of the any Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Transition Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) and allocable to each Series shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the applicable Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) . Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) . The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Applicable Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Series Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to (i) 0.05% one-twelfth of the result of (a) 1% multiplied by (b) the aggregate initial principal amount of all Securitization Bonds for so long Dealer Notes outstanding as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or last day of such Due Period and multiplied by (iic) if Consumers Energy or 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 its Affiliates is not (a) the Servicer, an amount agreed upon Monthly Servicing Fee and (b) the Floating Allocation Percentage with respect to such Due Period. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2000-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and the Series 2000-annually, with half of 1 Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date Seller or the Investor Certificateholders of other Series. The Investor Servicing Fee shall be calculated based on payable to the number Servicer solely to the extent amounts are available for distribution in accordance with the terms of days that this Servicing Agreement has been in effectSeries Supplement. The Servicer also shall will be entitled permitted, in its sole discretion, to retain as additional compensation (A) waive the Monthly Servicing Fee for any interest earnings on Securitization Charge Payments received Distribution Date by the Servicer and invested by the Servicer during each Collection Period prior to remittance notice to the Collection Account and (B) all late payment charges, if any, collected from Customers to Master Trust Trustee on or before the extent consistent with the Tariffrelated Determination Date; provided, however, that, if that the Servicer has failed believes that sufficient Series Allocable Finance Charge Collections will be available on any future Distribution Date to remit pay the Daily Remittance Investor Servicing Fee relating to the General Subaccount of the Collection Account on waived Monthly Servicing Fee. If the Servicer Business Day that so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Investor Servicing Fee for such payment is Distribution Date shall be deemed to be made pursuant to Section 6.11 on more than three occasions during zero for all purposes of this Series Supplement and the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06Agreement; provided, however, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Investor Servicing Fee shall be determined without regard paid on a future date solely to the income 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 Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Chargesimmediately following paragraph, the Servicer shall be entitled to receive an annual a servicing fee in respect of each day prior to the termination of the Trust pursuant to Section 12.1 (the “"Servicing Fee”) "), payable in an amount arrears on each date and in the manner specified in the applicable Supplement, equal to the product of (i) 0.05% a fraction, the numerator of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy which is the Servicer or 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) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed weighted average Series Servicing Fee Percentage for all Outstanding Series (based upon by the Successor Servicer Series Servicing Fee Percentage for each Series and the Indenture TrusteeInvested Amount of such Series) and (iii) the daily average aggregate Outstanding Balance of all Principal Receivables over the term of such measuring period. The share of the Servicing Fee allocable to each Series with respect to any date of payment shall be equal to the product of (i) a fraction, providedthe 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, that (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 remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annuallyby the Transferor, with half of or retained by the Servicing Fee being paid on each Payment DateServicer as provided in Article IV, except that and in no event shall the amount Trust, the Trustee, any Enhancement Provider, or the Investor Certificateholders be liable for the share of the Servicing Fee to be paid on by the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effectTransferor. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by responsible for its own expenses, which shall include the Servicer and invested by the Servicer during each Collection Period prior to remittance amounts due to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made Trustee pursuant to Section 6.11 on more than three occasions during 11.5 and the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing reasonable fees and fees disbursements of independent public accountants and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (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 fees to and disbursements by its accountants federal, state or counsel local income or franchise taxes or any other Person, any taxes tax imposed on or measured by income (or any interest, penalties or 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 any expenses incurred in connection with reports to Holders) out the obligations of the compensation retained by or paid Trust to it pursuant pay any such amounts shall thereby be fully satisfied. The Servicer shall be required to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

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

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder and as reimbursement for any expense incurred by it in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionconnection therewith, the Servicer shall be entitled to be reimbursed by receive a servicing fee (the Issuer "Servicing Fee") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for filing fees each Series and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer Invested Amount (or procured by such other amount as specified in the Servicer on behalf related Supplement) of such Series, in each case as of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to last day of the prior sentence, the Servicer shall be required to pay all other costs Monthly Period) and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee set forth in Section 6.06(a) shall be paid allocable to the Servicer by Certificateholders' Interest of a particular Series with respect to any Monthly Period (the Indenture Trustee, on each Payment Date "Monthly Servicing Fee") will be determined in accordance with the priorities set forth in Section 8.02(e) relevant Supplement. For any Monthly Period, the portion of the IndentureMonthly 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, by wire transfer however, that Servicer Interchange for a Monthly Period may not exceed one-twelfth of immediately available funds from the Collection Account to an account designated by product of the ServicerSeries Adjusted Investor Amount, as of the last day of such Monthly Period and the percentage specified in the related Supplement. Any The portion of the Servicing Fee with respect to any Monthly Period not paid on so allocated to the Certificateholders' Interest of any such date particular Series shall be added to paid by the Servicing Fee payable Holders of the Transferor Certificates on the subsequent Payment Date. In related Distribution Date and in no event shall the Indenture Trustee Trust, the Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the payment share of any the Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve with respect to any Monthly Period to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Holders of the IndentureTransferor Certificates. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration The Issuer hereby agrees to pay to the Servicer, as full compensation for its services hereunderservicing activities hereunder and under the other Transaction Documents and as reimbursement for any expense incurred by it in connection therewith, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual a servicing fee (the “Servicing Fee”"SERVICING FEE") with respect to each Monthly Period, payable in arrears on the related Distribution Date, in an amount equal to (i) 0.05the PRODUCT of 0.75% MULTIPLIED BY the weighted average over such Monthly Period of the aggregate initial principal amount daily sums of all Securitization Bonds the Aggregate Employer Balances for so long as Consumers Energy or an Affiliate each Employer under the Pool Relocation Management Agreements, subject to adjustment at the direction of Consumers Energy is the Servicer or Indenture Trustee (iiupon satisfaction of the Rating Agency Condition) if Consumers Energy or to provide additional servicing compensation to any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, if necessary to reflect then-current market rates for servicing of comparable receivables at any time that CMSC is replaced as Servicer hereunder. The share of the Servicing Fee shall not exceed 0.75% allocable to the holders of the aggregate initial principal amount of all Securitization BondsNotes issued from time to time by the Issuer under the Indenture with respect to any Monthly Period shall be set forth in the Indenture. The Servicing Fee owing shall be calculated based on the initial principal amount payable solely out of the Securitization Bonds Pool Collections available for such purpose pursuant to, and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance subject to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount priority of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionpayments set forth in, the Servicer shall be entitled to be reimbursed by Indenture. Notwithstanding the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior preceding sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee with respect to any Monthly Period not paid on any such date payable out of the Pool Collections allocated to the holders of the Notes shall be added payable out of the Pool Collections allocable to the Servicing Fee payable Issuer on the subsequent Payment Date. In related Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the Indenture Trustee holders of the Notes be liable for the payment share of any the Servicing Fee with respect to any Payment Period to be payable out of the Pool Collections allocable to the Issuer or other amounts specified in this Section 6.06; providedby the Issuer. The Servicer shall pay the fees and expenses of, that this Section 6.06 does not relieve and agrees to indemnify the Indenture Trustee Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar out of any duties it has to allocate funds for payment for such fees under Section 8.02 the Servicing Fee in accordance with the terms of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual The monthly servicing fee (the “"Monthly Servicing Fee”") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Series Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to (i) 0.05% one-twelfth of the result of (a) 1% MULTIPLIED BY (b) the aggregate initial principal amount of all Securitization Bonds for so long Dealer Notes outstanding as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or last day of such Due Period and MULTIPLIED BY (iic) if Consumers Energy or the Series 2003-1 Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 2003-1 Certificateholders with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to the product of its Affiliates is not (a) the Servicer, an amount agreed upon Monthly Servicing Fee and (b) the Floating Allocation Percentage with respect to such Due Period. The remainder of the Monthly Servicing Fee shall be paid by the Successor Servicer Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2003-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the Indenture Trustee, provided, that remainder of the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semiby the Seller and the Investor Certificateholders of other Series and the Series 2003-annually, with half of 1 Certificateholders shall in no event be liable for the Servicing Fee being paid on each Payment Date, except that the amount share of the Servicing Fee to be paid on by the first Payment Date Seller or the Investor Certificateholders of other Series. The Investor Servicing Fee shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled payable to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers solely to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds amounts are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer available for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date distribution in accordance with the priorities set forth terms of this Series Supplement. The Servicer will be permitted, in Section 8.02(e) of its sole discretion, to waive the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Monthly Servicing Fee not paid for any Distribution Date by notice to the Master Trust Trustee on or before the related Determination Date; PROVIDED, HOWEVER, that the Servicer believes that sufficient Series Allocable Finance Charge Collections will be 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 Distribution Date, the Monthly Servicing Fee and the Investor Servicing Fee for such date Distribution Date shall be added deemed to be zero for all purposes of this Series Supplement and the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06Agreement; providedPROVIDED, HOWEVER, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Investor Servicing Fee shall be determined without regard paid on a future date solely to the income extent amounts are available therefor pursuant to SECTION 4.04(a)(viii); and PROVIDED FURTHER that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Issuer, Monthly Servicing Fee to be paid by the Seller shall not be deemed to constitute distributions paid by the Seller to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing OrderServicer.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by receive a servicing fee in respect of each day prior to the Issuer for filing fees Final Trust Termination Date (the "Servicing Fee"), equal to the product of (i) one-twelfth, (ii) the Servicing Fee Percentage and fees and expenses for attorneys, accountants, printing or other professional services retained by (iii) the Issuer and paid for by the Servicer (or procured by the Servicer on behalf Unpaid Balances of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity Receivables as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer first day of the immediately available funds from the Collection Account to an account designated by the Servicerpreceding Settlement Period. Any portion The share of the Servicing Fee not paid on allocable to each Series with respect to any such date of payment shall be added equal to the product of (i) the Servicing Fee payable on and (ii) the subsequent Payment Date. In no event shall fraction where the Indenture Trustee be liable numerator is the Invested Amount for the payment Series and the denominator is the Aggregate Invested Amount as of any the first day of the immediately preceding Settlement Period. Any Servicing Fee or other Fees shall be payable to the Servicer solely pursuant to the terms of, and to the extent amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds are available for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreementin, the Servicer shall be required Supplement relating to pay from its own account any Series. The Servicer's expenses include the amounts due to the Trustee pursuant to Section 11.5, the reasonable fees and disbursements of independent accountants, all other expenses incurred by the Servicer in connection with its activities hereunder (including hereunder, and all other fees and expenses of the Trust not expressly stated herein to be for the account of the Certificateholders; provided that in no event shall the Servicer be liable for any fees to and disbursements by its accountants Federal, state or counsel local tax, or any other Personinterest or penalties with respect thereto, any taxes imposed assessed on the Trust, the Trustee or the Certificateholders except as expressly provided herein. In the event that the Servicer and any expenses incurred in connection with reports fails to Holders) out of pay the compensation retained by or paid amounts due to it the Trustee pursuant to this Section 6.0611.5, 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 expenses for its own account and shall not be entitled to any extra payment or reimbursement therefortherefor other than the Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until the Collection servicing activities hereunder (excluding any activities set out in Full of the Securitization Charges, the Servicer shall receive an annual fee Clause 13 (the “Servicing Fee”UK Securitisation Regulation)) and as reimbursement for any expense incurred by it in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionconnection therewith, the Servicer shall be entitled to be reimbursed receive from the Receivables Trustee (solely to the extent of payments received from the Beneficiaries and utilising Trust Property allocated with respect thereto as provided in this Deed and in any Trust Supplement) a servicing fee (the Servicing Fee) with respect to each Monthly Period, payable monthly on the related Transfer Date, in an amount calculated as being equal to one-twelfth of the sum of: (i) the product of: (A) the weighted average of the Series Servicing Fee Percentages specified in each Trust Supplement in respect of an Outstanding Series, in each case weighted by the Issuer for filing fees and fees and expenses for attorneysproportion that the Investor Interest of such Trust Series bears to the Combined Aggregate Investor Interest as of the last day of the relevant Monthly Period (or, accountantsif TPF is Servicer, printing or such other professional services retained by the Issuer and paid for percentage as shall be agreed by the Servicer and the Receivables Trustee (or procured by with the prior written consent of each of the Beneficiaries) provided that the Servicer has confirmed in writing that, in its opinion, formed on behalf the basis of due consideration, such proposed percentage will not result in a downgrade or withdrawal of its then current rating of any outstanding Associated Debt); and (B) the Issuer average daily aggregate Outstanding Face Amount of Principal Receivables comprised in the Trust Property during such Monthly Period; and (ii) any additional amount agreed from time to time between the Receivables Trustee and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The portion of the Servicing Fee set forth payable by the Receivables Trustee to the Servicer, with respect to each Monthly Period, in Section 6.06(arespect of which the Receivables Trustee is to be reimbursed from payments made by the Investor Beneficiaries in respect of a particular Trust Series or issuance of Related Debt (the Investor Servicing Fee Amount with respect to such Trust Series or issuance of Related Debt) will be determined in accordance with the relevant Trust Supplement. The relevant Investor Beneficiaries will pay the Investor Servicing Fee Amount to the Receivables Trustee, in respect of such Trust Series or issuance of Related Debt, as part of the consideration for the grant of the relevant Investor Interest. (c) The portion of the Servicing Fee with respect to any Monthly Period in respect of which the Receivables Trustee is not to be reimbursed from payments made by the relevant Investor Beneficiaries in respect of each Trust Series or issuance of Related Debt pursuant to the related Trust Supplements (the Transferor Servicing Fee Amount) shall be paid to the Servicer Receivables Trustee by the Indenture Trustee, Transferor Beneficiary from the Transferor Finance Charge Amount and Transferor Acquired Interchange Amount or Other Trust Property allocable to the Transferor Beneficiary on each Payment the related Transfer Date in accordance with the priorities set forth in Section 8.02(e) (or from any other property of the Indenture, by wire transfer of immediately Transferor Beneficiary which may be available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any for such date shall be added to the Servicing Fee payable on the subsequent Payment Datepurpose). In no event shall the Indenture Trustee Receivables Trust, the Receivables Trustee, any Enhancement Provider or the Investor Beneficiaries in respect of any Trust Series or issuance of Related Debt be liable to the Servicer for the payment share of any the Servicing Fee or other amounts specified with respect to any Monthly Period in this Section 6.06; respect of which the Receivables Trustee is to be reimbursed from payments to be made by the Transferor Beneficiary from Trust Property allocated to the Transferor Beneficiary provided, however, that the amount of Transferor Servicing Fee Amount in respect of which the Receivables Trustee is to be reimbursed by the Transferor Beneficiary pursuant to this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. paragraph (c) Except as expressly provided elsewhere in this Servicing Agreement, any Monthly Period shall not exceed the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out aggregate amount of the compensation retained by Transferor Finance Charge Amount and Transferor Acquired Interchange Amount or paid such Other Trust Property for such Monthly Period. The Transferor Beneficiary will pay the Transferor Servicing Fee Amount to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement thereforReceivables Trustee as part of the consideration for the grant of the Transferor Interest. (d) The foregoing It is a condition of the Delamare Cards Receivables Trust (which by the execution of a Trust Supplement by a Beneficiary, such Beneficiary consents and confirms) that each Beneficiary of the Delamare Cards Receivables Trust undertakes to the Receivables Trustee for the benefit of itself and as trustee for each other Beneficiary that it will reimburse the Receivables Trustee for the share of the Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed payable by the Servicer. Such Servicing Fee shall be determined without regard Receivables Trustee to the income of the Issuer, shall not be deemed Servicer pursuant to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.Clause 9.2(a) and

Servicing Compensation. (a) In consideration for its services hereunder, until the Collection in Full Retirement of the Securitization ChargesTransition Bonds, the Servicer shall receive an annual fee (the “"Servicing Fee”") in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds $290,000 for so long as Consumers Energy ETI or an Affiliate of Consumers Energy ETI is the Servicer or (ii) if Consumers Energy ETI or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture TrusteeIssuer, provided, provided that the Servicing Fee such amount shall not exceed 0.750.60% of the aggregate initial principal amount of all Securitization BondsOutstanding Transition Bonds unless (A) the Rating Agency Condition is satisfied and (B) the amount is approved by the PUCT. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, annually with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (Ai) any interest earnings on Securitization Charge TC Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (Bii) all late payment charges, if any, collected from Customers to the extent consistent with the Tariffor REPs; provided, however, that, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitization Transition Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant to the prior sentence, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the applicable Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) . Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by its accountants or counsel accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and the Servicer shall not be entitled to any extra payment or reimbursement therefor. (d) . The foregoing Servicing Fee constitutes Fees constitute a fair and reasonable compensation price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As full compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee with respect to any Collection Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.1 (the "Monthly Servicing Fee") payable in arrears on each Distribution Date in an amount equal to, with respect to each Series then outstanding, one-twelfth of the product of the Servicing Fee Percentage for such Series and the sum of an allocable portion of the Transferor Amount and the Invested Amount of such Series, each as of the last day of the Collection Period preceding the Collection Period with respect to which the Monthly Servicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Investor Certificateholders with respect to any Distribution Date (with respect to any such Series, the "Investor Monthly Servicing Fee") shall be reimbursed determined and paid to the Servicer in accordance with the related Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Issuer Transferor, and in no event shall the Trust, the Trustee, any Enhancement Provider or the Investor Certificateholders be liable for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained the share of the Monthly Servicing Fee to be paid by the Issuer and Transferor. The share of the Monthly Servicing Fee to be paid for by the Servicer (or procured by Transferor shall not be paid from the Servicer on behalf of the Issuer Trust Property and shall be paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable pursuant only to the prior sentenceextent 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 required entitled to pay assert a claim against the Transferor for the unpaid amount. In the case of the first Collection Period, the Monthly Servicing 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 11.5 and the reasonable fees and disbursements of independent accountants and all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including hereunder; provided, however, that the Servicer shall not be liable for any fees to and disbursements by its accountants liabilities, costs or counsel 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 Person, any taxes 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 Servicer and any expenses extent incurred in connection with reports to Holders) out as a result of the compensation retained by or paid Servicer's violation of the provisions of this Agreement. The Servicer shall be required to it pursuant to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

Servicing Compensation. (a) In consideration As compensation for its services hereunder, until servicing activities hereunder and reimbursement for its expenses as set forth in the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate initial principal amount of all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitization Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the Servicing Fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect. The Servicer also shall be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (B) all late payment charges, if any, collected from Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In additionimmediately following paragraph, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer receive a monthly servicing fee in respect of any Due Period (or procured by portion thereof) prior to the Servicer on behalf termination of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents. Except for the amounts payable Trust pursuant to Section 12.01 (the prior sentence"Monthly Servicing Fee"), payable in arrears on 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 (A) the Servicing Fee Percentage for such Series and (B) the Invested Amount of such 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 second preceding Due Period (or, in the case of the first Distribution Date, the Servicer shall be required Initial Invested Amount) with respect to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs Series, the "Investor Monthly Servicing Fee") and expenses incurred by Consumers Energy in its capacity as Administrator). (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer pursuant to the applicable Supplement. The remainder of the Monthly Servicing Fee shall be paid by the Indenture Trustee, on each Payment Date Transferor and in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trust, the Trustee or the Investor Certificateholders be liable for the payment share of any the Monthly Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve to be paid by the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 Transferors. In the case of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreementfirst Due Period, the Servicer Monthly Servicing Fee and the Investor Monthly Servicing Fee shall be required accrue from the Cut-Off Date. The Servicer's expenses include the amounts due to pay from its own account the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent accountants and all other expenses incurred by the Servicer in connection with its activities hereunder (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 arising under any tax law, including without limitation any fees to and disbursements by its accountants Federal, state or counsel local income or franchise taxes or any other Person, any taxes 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 Servicer and any expenses extent incurred in connection with reports to Holders) out as a result of the compensation retained by or paid Servicer's violation of the provisions of this Agreement. The Servicer shall be required to it pursuant to this Section 6.06, pay such expenses for its own account and the Servicer shall not be entitled to any extra payment or reimbursement therefortherefor other than the Monthly Servicing Fee. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.