Common use of Servicing Compensation Clause in Contracts

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

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

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Securitized Utility Tariff Bonds, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product of (a) the weighted average initial principal amount of the Series Securitized Utility Tariff Bonds for so long as Evergy Missouri West or an Affiliate of Evergy Missouri West is the Servicer or (ii) if Evergy Missouri West or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee acting at the direction of the Holders of a majority of the Securitized Utility Tariff Bonds, provided that such fee shall not exceed 0.60% of the initial principal amount of the 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 Percentages with respect to each outstanding Series (owing shall be calculated based upon on the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other initial principal amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Securitized Utility Tariff Bonds and (b) the average amount of Principal Receivables during the prior Monthly Period. The share shall be paid semi-annually with half of the Servicing Fee allocable being paid on each Payment Date (provided that the first payment may be adjusted for a longer or shorter first Payment Period). The Servicer also shall be entitled to Investor Certificates retain as additional compensation (i) any interest earnings on 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 (ii) all late payment charges, if any, collected from Customers; provided, however, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of a particular Series with respect any Collection Account on the Servicer Business Day that such payment is to any Monthly Period be made pursuant to Section 6.11 on more than three (3) occasions during the period that the 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 determined made to the date that such Daily Remittance is actually made. (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 relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee with respect shall be determined without regard to any Monthly Period to be paid by the Holders income of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedIssuer, that the Servicer shall not be liable for deemed to constitute distributions to the recipient of any liabilitiesprofit, costs loss or expenses capital of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Issuer and shall be required considered an Operating Expense of the Issuer subject to pay the limitations on such expenses for its own account and shall not be entitled to any payment therefor other than set forth in the Servicing FeeFinancing Order.

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

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

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

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

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Recovery Bonds, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product of (a) the weighted average initial principal amount of the Series Recovery Bonds for so long as PG&E or an Affiliate of PG&E is the Servicer or (ii) if PG&E or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that such fee must be approved by the CPUC, plus, in either case, reasonable out-of-pocket expenses to cover the Servicer’s incremental costs and expenses in servicing the Recovery Bonds. The Servicing Fee Percentages with respect to each outstanding Series (owing shall be calculated based upon on the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other initial principal amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Recovery Bonds and (b) the average amount of Principal Receivables during the prior Monthly Period. The share shall be paid semi-annually with half of the Servicing Fee allocable being paid on each Payment Date (provided that the first payment may be adjusted for a longer or shorter first Payment Period). The Servicer also shall be entitled to Investor Certificates retain as additional compensation (i) any interest earnings on Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (ii) all late payment charges, if any, collected from Consumers or ESPs; provided, however, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of a particular Series with respect any Collection Account on the Servicer Business Day that such payment is to any Monthly Period be made pursuant to Section 6.11 on more than three (3) occasions during the period that the 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 determined made to the date that such Daily Remittance is actually made. (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 relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02(e) of the Indenture. (c) The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee with respect shall be determined without regard to any Monthly Period to be paid by the Holders income of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedIssuer, that the Servicer shall not be liable for deemed to constitute distributions to the recipient of any liabilitiesprofit, costs loss or expenses capital of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Issuer and shall be required considered an Operating Expense of the Issuer subject to pay the limitations on such expenses for its own account and shall not be entitled to any payment therefor other than set forth in the Servicing FeeFinancing Order.

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

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

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Recovery Bonds, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one(i) $266,633 per annum for so long as SCE or an Affiliate of SCE is the Servicer or (ii) if SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that such fee must be approved by the CPUC, plus, in either case, reasonable out-twelfth of-pocket expenses to cover the Servicer’s incremental costs and expenses in servicing the Recovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the product of (a) the weighted average of the Series Servicing Fee Percentages Recovery Bonds and shall be paid semi-annually with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share half of the Servicing Fee allocable being paid on each Payment Date (provided that the first payment may be adjusted for an longer or shorter first Payment Period). The Servicer also shall be entitled to Investor Certificates retain as additional compensation (i) any interest earnings on Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (ii) all late payment charges, if any, collected from Consumers or ESPs; provided, however, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of a particular Series with respect any Collection Account on the Servicer Business Day that such payment is to any Monthly Period be made pursuant to Section 6.11 on more than three (3) occasions during the period that the 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 determined made to the date that such Daily Remittance is actually made. (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 relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee with respect shall be determined without regard to any Monthly Period to be paid by the Holders income of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedIssuer, that the Servicer shall not be liable for deemed to constitute distributions to the recipient of any liabilitiesprofit, costs loss or expenses capital of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Issuer and shall be required considered an Operating Expense of the Issuer subject to pay the limitations on such expenses for its own account and shall not be entitled to any payment therefor other than set forth in the Servicing FeeFinancing Order.

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth services hereunder, until the Collection in Full of the immediately following paragraphCRR Charges, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product aggregate initial principal amount of all Consumer Rate Relief Bonds for so long as APCo or an Affiliate of APCo is the Servicer or (aii) if APCo or any of its Affiliates is not the weighted average Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that any amount in excess of 1.25% of the Series aggregate initial principal amount of all Consumer 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 Percentages with respect to each outstanding Series (owing shall be calculated based upon on the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other initial principal amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Consumer Rate Relief Bonds and (b) the average amount of Principal Receivables during the prior Monthly Period. The share shall be paid semi-annually with half of the Servicing Fee allocable being paid on each Payment Date. The Servicer also shall be entitled to Investor Certificates retain as additional compensation (i) any interest earnings on CRR Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (ii) all late payment charges, if any, collected from Customers to the extent consistent with the Servicer’s Tariff; provided, however, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of a particular Series with respect any Collection Account on the Servicer Business Day that such payment is to any Monthly Period be made pursuant to Section 6.11 on more than three (3) occasions during the period that the 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 determined made to the date that such Daily Remittance is actually made. (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 relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Servicing Fee with respect Indenture. (c) Except as expressly provided elsewhere in this Agreement, the Servicer shall be required to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other pay from its own account expenses incurred by the Servicer in connection with its activities hereunder; providedhereunder (including any fees to and disbursements by its accountants, that the Servicer shall not be liable for any liabilitiescounsel, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or measured by income (or any interest or penalties with respect thereto or arising from a failure paid to comply therewith). The Servicer shall be required it pursuant to pay such expenses for its own account this Section 6.06, and shall not be entitled to any extra payment therefor other than or reimbursement therefor. (d) The foregoing Servicing Fees constitute a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing FeeFee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

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

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

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

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

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Recovery Bonds, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one(i) $168,892 per annum for so long as SCE or an Affiliate of SCE is the Servicer or (ii) if SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that such fee must be approved by the CPUC, plus, in either case, reasonable out-twelfth of-pocket expenses to cover the Servicer’s incremental costs and expenses in servicing the Recovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the product of (a) the weighted average of the Series Servicing Fee Percentages Recovery Bonds and shall be paid semi-annually with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share half of the Servicing Fee allocable being paid on each Payment Date (provided that the first payment may be adjusted for an longer or shorter first Payment Period). The Servicer also shall be entitled to Investor Certificates retain as additional compensation (i) any interest earnings on Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (ii) all late payment charges, if any, collected from Consumers or ESPs; provided, however, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of a particular Series with respect any Collection Account on the Servicer Business Day that such payment is to any Monthly Period be made pursuant to Section 6.11 on more than three (3) occasions during the period that the 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 determined made to the date that such Daily Remittance is actually made. (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 relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee with respect shall be determined without regard to any Monthly Period to be paid by the Holders income of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedIssuer, that the Servicer shall not be liable for deemed to constitute distributions to the recipient of any liabilitiesprofit, costs loss or expenses capital of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Issuer and shall be required considered an Operating Expense of the Issuer subject to pay the limitations on such expenses for its own account and shall not be entitled to any payment therefor other than set forth in the Servicing FeeFinancing Order.

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

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Recovery Bonds, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one(i) $821,358 per annum for so long as SCE or an Affiliate of SCE is the Servicer or (ii) if SCE or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that such fee must be approved by the CPUC, plus, in either case, reasonable out-twelfth of-pocket expenses to cover the Servicer’s incremental costs and expenses in servicing the Recovery Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the product of (a) the weighted average of the Series Servicing Fee Percentages Recovery Bonds and shall be paid semi-annually with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share half of the Servicing Fee allocable being paid on each Payment Date (provided that the first payment may be adjusted for an longer or shorter first Payment Period). The Servicer also shall be entitled to Investor Certificates of a particular Series with respect retain as additional compensation (i) any interest earnings on Fixed Recovery Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to any Monthly Period will remittance to the Collection Account and (ii) all late payment charges, if any, collected from Consumers or ESPs. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each be determined Payment Date in accordance with the relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee with respect shall be determined without regard to any Monthly Period to be paid by the Holders income of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; providedIssuer, that the Servicer shall not be liable for deemed to constitute distributions to the recipient of any liabilitiesprofit, costs loss or expenses capital of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Issuer and shall be required considered an Operating Expense of the Issuer subject to pay the limitations on such expenses for its own account and shall not be entitled to any payment therefor other than set forth in the Servicing FeeFinancing Order.

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

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

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

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

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

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with in respect to of each Monthly Period Business Day prior to the termination of the Trust pursuant to Section 12.0112.1 (the “Servicing Fee”), payable monthly in arrears on each date and in the related Transfer Datemanner specified in the applicable Supplement, in an amount equal to one-twelfth of the product of (ai) a fraction, the numerator of which is the actual number of days from but excluding the next preceding Business Day to and including such Business Day and the denominator of which is the actual number of days in the year, (ii) the weighted average of the Series Servicing Fee Percentages with respect to each Percentage for all outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) Invested Amount of such Series, in each case as of the last day of the prior Monthly Period) and (biii) the daily average amount aggregate balance of all Principal Receivables during over the prior Monthly Periodterm of such measuring period. The share of the Servicing Fee allocable to Investor Certificates of a particular each Series with respect to any Monthly Period will each date of payment shall be determined equal to the product of (i) a fraction, the numerator of which is the actual number of days in accordance with the relevant measuring period specified in the applicable Supplement and the denominator of which is the actual number of days in the year, (ii) the applicable Series Servicing Fee Percentage for such Series and (iii) the Invested Amount of such Series, as appropriate, as of the date of determination for such payment as specified in the applicable Supplement. The portion remainder of the Servicing Fee with respect to (and any Monthly Period not so allocated Servicing Fee allocable to the Investor Certificates of a particular Series Securities but not paid) shall be paid by the Holder of Transferor, or retained by the Transferor Certificate on the related Transfer Date Servicer as provided in Article IV, and in no event shall the Trust, the Trustee Trustee, any Enhancement Provider, or the Investor Certificateholders of any Series Securityholders be liable for the share of the Servicing Fee with respect allocable to the Transferor, nor shall any Monthly Period amounts to be paid by the Holders of Transferor pursuant to this Section 3.2 be payable from the Trust Property conveyed by the Transferor Certificates (the “Transferor Servicing Fee”)hereunder. The Servicer’s expenses Servicer shall be responsible for its own expenses, which shall include the amounts due to the Trustee pursuant to Section 11.05 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders Securityholders or the Certificate Security Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith). In the event that the Servicer fails to pay any amounts due to the Trustee pursuant to Section 11.5, the Trustee shall be entitled to deduct and receive such amounts from the Servicing Fee prior to the payment thereof to the Servicer and the obligations of the Trust to pay any such amounts shall thereby be fully satisfied. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

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

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

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

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Transition Bonds, the Servicer shall be entitled to receive a servicing an annual fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth (i) 0.05% of the product aggregate initial principal amount of all Outstanding Transition Bonds for so long as TCC or an Affiliate of TCC is the Servicer or (aii) if TCC or any of its Affiliates is not the weighted average Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that any amount in excess of 0.60% of the Series aggregate initial principal amount of all Outstanding Transition Bonds must be approved by the PUCT and the Indenture Trustee. The Servicing Fee Percentages with respect to each outstanding Series (owing shall be calculated based upon on the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other initial principal amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) Transition Bonds and (b) the average amount of Principal Receivables during the prior Monthly Period. The share shall be paid semi-annually with half of the Servicing Fee allocable being paid on each Payment Date. The Servicer also shall be entitled to Investor Certificates retain as additional compensation (i) any interest earnings on TC Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (ii) all late payment charges, if any, collected from Customers or REPs; provided, however, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of a particular Series with respect any Collection Account on the Servicer Business Day that such payment is to any Monthly Period be made pursuant to Section 6.11 on more than three (3) occasions during the period that the 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 determined made to the date that such Daily Remittance is actually made. (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 relevant Supplementpriorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to not paid on any Monthly Period not so allocated such date should be added to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate Servicing Fee payable on the related Transfer Date and in subsequent Payment Date. In no event shall the Trust, the Indenture Trustee or the Investor Certificateholders of any Series be liable for the share payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Servicing Fee with respect Indenture. (c) Except as expressly provided elsewhere in this Agreement, the Servicer shall be required to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other pay from its own account expenses incurred by the Servicer in connection with its activities hereunder; providedhereunder (including any fees to and disbursements by accountants, that the Servicer shall not be liable for any liabilitiescounsel, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or measured by income (or any interest or penalties with respect thereto or arising from a failure paid to comply therewith). The Servicer shall be required it pursuant to pay such expenses for its own account this Section 6.06, and shall not be entitled to any extra payment therefor other than or reimbursement therefor. (d) The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing FeeFee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.

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

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

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

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

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

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

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

Servicing Compensation. As The Issuer hereby agrees to pay to the Servicer, as full compensation for its servicing activities hereunder and under the other Transaction Documents and as reimbursement for its expenses as set forth any expense incurred by it in the immediately following paragraphconnection therewith, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Period, payable monthly in arrears on the related Transfer Distribution Date, in an amount equal to one-twelfth of the product of (a) 0.75% multiplied by the weighted average over such Monthly Period of the Series Servicing Fee Percentages with respect daily Aggregate Receivable Balance, subject to each outstanding Series (based upon adjustment at 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 direction of the last day Indenture Trustee (upon satisfaction of the prior Monthly PeriodRating Agency Condition) and (b) the average amount to provide additional servicing compensation to any Successor Servicer if necessary to reflect then-current market rates for servicing of Principal Receivables during the prior Monthly Periodcomparable receivables at any time that Cartus is replaced as Servicer hereunder. The share of the Servicing Fee allocable to Investor Certificates the holders of a particular Series the Notes issued from time to time by the Issuer under the Indenture with respect to any Monthly Period will each shall be determined set forth in accordance with the relevant SupplementIndenture. The Servicing Fee shall be payable solely out of Pool Collections available for such purpose pursuant to, and subject to the priority of payments set forth in, the Indenture. Notwithstanding the preceding sentence, the portion of the Servicing Fee with respect to any Monthly Period not so payable out of the Pool Collections allocated to the Investor Certificates holders of a particular Series the Notes shall be paid by the Holder payable out of the Transferor Certificate Pool Collections allocable to the Issuer on the related Transfer Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the Trust, holders of the Trustee or the Investor Certificateholders of any Series Notes be liable for the share of the Servicing Fee with respect to any Monthly Payment Period to be paid payable out of the Pool Collections allocable to the Issuer or by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Issuer. The Servicer shall be required agrees to pay such expenses for its own account indemnify the Indenture Trustee, the Paying Agent, the Authentication Agent and shall not be entitled to any payment therefor other than the Transfer Agent and Registrar out of the Servicing FeeFee in accordance with Section 7.04 hereof and the terms of the Indenture.

Servicing Compensation. As full compensation A monthly servicing fee for its servicing activities hereunder and as reimbursement for its expenses as set forth in your series (the immediately following paragraph, the Servicer "Monthly Servicing Fee") shall be entitled payable to receive a servicing fee the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period occurring prior to the termination of first Distribution Date on which the Trust pursuant to Section 12.01, payable monthly on the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the product of (i) the Series Servicing Fee Percentages with respect to each outstanding Series 2000-1 Allocation Percentage and (based upon ii) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior second Collection Period preceding such Distribution Date. The share of the Monthly PeriodServicing Fee allocable to the Series 2000-1 Certificateholders with respect to any Distribution Date (the "Certificateholders' Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the average amount of Principal Receivables during the prior Monthly Period. The share Invested Amount as of the Servicing Fee allocable to Investor Certificates last day of a particular Series the second Collection Period second preceding such Distribution Date and shall be payable in the manner set forth in Section 4.6 and Section 4.10; provided, however, that with respect to any Monthly Period will each the first Distribution Date for Series 2000-1, clause (b) of this sentence shall be determined in accordance with deemed to refer to the relevant SupplementInvested Amount on the Closing Date. The portion of Notwithstanding the Servicing Fee foregoing, with respect to any the first Distribution Date for Series 2000-1, 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 the number of days from but excluding the Closing Date to and including the last day of the month in which the Closing Date occurs and the denominator of which is 360. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2000-1 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series, the Trustee and the Series 2000-1 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs Seller or expenses of the Trust, the Investor Certificateholders 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 or to the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties extent that amounts may be netted with respect thereto in accordance with the terms of this Series Supplement or arising from a failure to comply therewith)the Agreement. The Servicer shall be required 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 reasonably believes that sufficient Non-Principal Collections shall be available on any future Distribution Date to pay 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 expenses Distribution Date shall be deemed to be zero for its own account all purposes of this Series Supplement and the Agreement; provided, however, that such Monthly Servicing Fee shall be paid on a future Distribution Date to the extent 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 terms of this Series Supplement or the Agreement; provided further, however, that, 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 Seller shall be paid by the Seller to the Servicer. If the Servicer is DFS, and payment of any portion of the Monthly Servicing Fee to DFS on a Distribution Date would require a withdrawal from the Reserve Fund, then absent affirmative notice to the Trustee by DFS to the contrary, DFS shall be deemed to have waived payment of that portion on that Distribution Date; provided that a deemed waiver described in this sentence shall not occur on more than two Distribution Dates in any twelve month period and shall not be entitled to occur on any payment therefor other than the Servicing Feetwo consecutive Distribution Dates.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 2000-B Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 2000-B Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2000-B Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 2000-B Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of other Series. The Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives all or any portion of the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be reduced by the amount so waived for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder4.10(b); provided, that further, that, to the Servicer shall not be liable for extent any liabilitiessuch waived Certificateholders Monthly Servicing Fee is so paid, costs or expenses the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account the Servicer. Rights of Series 2000-B Certificateholders and shall not be entitled to any payment therefor other than the Servicing Fee.Allocation and Application of Collections

Servicing Compensation. As full compensation A monthly servicing fee for its servicing activities hereunder and as reimbursement for its expenses as set forth in your series (the immediately following paragraph, the Servicer "Monthly Servicing Fee") shall be entitled payable to receive a servicing fee the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period occurring prior to the termination of first Distribution Date on which the Trust pursuant to Section 12.01, payable monthly on the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the product of (i) the Series Servicing Fee Percentages with respect to each outstanding Series 2000-2 Allocation Percentage and (based upon ii) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior second Collection Period preceding such Distribution Date. The share of the Monthly PeriodServicing Fee allocable to the Series 2000-2 Certificateholders with respect to any Distribution Date (the "Certificateholders' Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the average amount of Principal Receivables during the prior Monthly Period. The share Invested Amount as of the Servicing Fee allocable to Investor Certificates last day of a particular Series the second Collection Period second preceding such Distribution Date and shall be payable in the manner set forth in Section 4.6 and Section 4.10; provided, however, that with respect to any Monthly Period will each the first Distribution Date for Series 2000-2, clause (b) of this sentence shall be determined in accordance with deemed to refer to the relevant SupplementInvested Amount on the Closing Date. The portion of Notwithstanding the Servicing Fee foregoing, with respect to any the first Distribution Date for Series 2000-2, 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 the number of days from but excluding the Closing Date to and including the last day of the month in which the Closing Date occurs and the denominator of which is 360. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2000-2 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series, the Trustee and the Series 2000-2 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs Seller or expenses of the Trust, the Investor Certificateholders 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 or to the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties extent that amounts may be netted with respect thereto in accordance with the terms of this Series Supplement or arising from a failure to comply therewith)the Agreement. The Servicer shall be required 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 reasonably believes that sufficient Non-Principal Collections shall be available on any future Distribution Date to pay 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 expenses Distribution Date shall be deemed to be zero for its own account all purposes of this Series Supplement and the Agreement; provided, however, that such Monthly Servicing Fee shall be paid on a future Distribution Date to the extent 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 terms of this Series Supplement or the Agreement; provided further, however, that, 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 Seller shall be paid by the Seller to the Servicer. If the Servicer is DFS, and payment of any portion of the Monthly Servicing Fee to DFS on a Distribution Date would require a withdrawal from the Reserve Fund, then absent affirmative notice to the Trustee by DFS to the contrary, DFS shall be deemed to have waived payment of that portion on that Distribution Date; provided that a deemed waiver described in this sentence shall not occur on more than two Distribution Dates in any twelve month period and shall not be entitled to occur on any payment therefor other than the Servicing Feetwo consecutive Distribution Dates.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Master Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with in respect to of each Monthly Period day prior to the termination of Trust Termination Date (the Trust pursuant to Section 12.01"Servicing Fee"), payable monthly on the related Transfer Date, in an amount each Distribution Date equal to one-twelfth of the product of (ai) one-twelfth, (ii) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and (iii) the Investor Interest (or such other amount as specified in aggregate unpaid Principal Amount of the related Supplement) of such Series, in each case Receivables as of the last first day of the prior Monthly immediately preceding Settlement Period) and . (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular each Series with respect to any Monthly Period will each Distribution Date shall be determined in accordance with equal to the relevant Supplement. The portion product of (i) the Servicing Fee with respect and (ii) the Invested Percentage. Any Servicing Fees shall be payable to the Master Servicer solely pursuant to the terms of, and to the extent amounts are available for payment as provided in the Supplement relating to any Monthly Period not so Series, provided that the portion allocable to the Exchangeable Company Certificate shall be made out of the distribution allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates Company hereunder. (the “Transferor Servicing Fee”). c) The Master Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 and 8.5, the reasonable fees and disbursements of independent public accountants and accountants, all other expenses incurred by the Master Servicer in connection with its activities hereunder, and all other fees and expenses of the Trust not expressly stated herein to be for the account of the Certificateholders; provided, provided that in no event shall the Master Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (tax, or any interest or penalties with respect thereto thereto, assessed on the Trust, the Trustee or arising the Certificateholders except as expressly provided herein. In the event that the Master Servicer fails to pay the amounts due to the Trustee pursuant to Section 8.5, or following the commencement and continuation of an Early Amortization Period, the Trustee shall be entitled to deduct and receive such amounts from a failure the Servicing Fee, prior to comply therewith)the payment thereof to the Master Servicer. The Master Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment or reimbursement therefor other than the Servicing Fee.

Servicing Compensation. As full compensation A monthly servicing fee for its servicing activities hereunder and as reimbursement for its expenses as set forth in Series 2003-2 (the immediately following paragraph, the Servicer "Monthly Servicing Fee") shall be entitled payable to receive a servicing fee the Servicer, in arrears, on each Payment Date in respect of any Collection Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period occurring prior to the termination of first Payment Date on which the Trust pursuant to Section 12.01, payable monthly on the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the product of (i) the Series Servicing Fee Percentages with respect to each outstanding Series 2003-2 Allocation Percentage and (based upon ii) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior second Collection Period preceding such Payment Date. The share of the Monthly PeriodServicing 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 the product of (a) the Servicing Fee Rate and (b) the average amount of Principal Receivables during the prior Monthly Period. The share Invested Amount as of the Servicing Fee allocable to Investor Certificates last day of a particular Series 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 any Monthly Period will each the first Payment Date for Series 2003-2, clause (b) of this sentence shall be determined in accordance with deemed to refer to the relevant SupplementInvested Amount on the Closing Date. The portion of Notwithstanding the Servicing Fee foregoing, with respect to any 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 the number of days from but excluding the Closing Date to and including the last day of the month in which the Closing Date occurs and the denominator of which is 360. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date 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 remainder of the Servicing Fee shall be paid by the Transferor and the Investor Certificateholders of any other Series, the Trustee and the Series 2003-2 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, 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 payment in accordance with the terms of this Series Supplement or to the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties extent that amounts may be netted with respect thereto in accordance with the terms of this Series Supplement or arising from a failure to comply therewith)the Agreement. The Servicer shall be required permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Payment Date, in whole or in part, by notice to the Trustee on or before the related Determination Date; provided that the Servicer reasonably believes that sufficient Non-Principal Collections shall be available on any future Payment Date to pay the waived portion of Monthly Servicing Fee. The waived portion of such expenses for its own account Monthly Servicing Fee shall be paid on a future Payment Date to the extent 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 terms of this Series Supplement or the Agreement; provided, however, that, 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 is the Initial Servicer, and payment of any portion of the Monthly Servicing Fee to the 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 that portion on that Payment Date; provided that a deemed waiver described in this sentence shall not occur on more than two Payment Dates in any twelve month period and shall not be entitled to occur on any payment therefor other than the Servicing Feetwo consecutive Payment Dates.

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

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series 1996-2 Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 1996-2 Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 1996-2 Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to one-twelfth of the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 1996-2 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 1996-2 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of the Transferor Certificates (the “Transferor Servicing Fee”)other Series. The Servicer’s expenses include Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts due are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and 4.10(b); provided further that, to the reasonable fees and disbursements extent any such waived Certificateholders Monthly Servicing Fee is so paid, the related portion of independent public accountants and all other expenses incurred the Monthly Servicing Fee to be paid by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

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

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

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

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

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

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

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

Servicing Compensation. As full compensation A monthly servicing fee for its servicing activities hereunder and as reimbursement for its expenses as set forth in your series (the immediately following paragraph, the Servicer "Monthly Servicing Fee") shall be entitled payable to receive a servicing fee the Servicer, in arrears, on each Distribution Date in respect of any Collection Period (the “Servicing Fee”or portion thereof) with respect to each Monthly Period occurring prior to the termination of first Distribution Date on which the Trust pursuant to Section 12.01, payable monthly on the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average Servicing Fee Rate and (b) the product of (i) the Series Servicing Fee Percentages with respect to each outstanding Series 2000-3 Allocation Percentage and (based upon ii) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior second Collection Period preceding such Distribution Date. The share of the Monthly PeriodServicing Fee allocable to the Series 2000-3 Certificateholders with respect to any Distribution Date (the "Certificateholders' Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the average amount of Principal Receivables during the prior Monthly Period. The share Invested Amount as of the Servicing Fee allocable to Investor Certificates last day of a particular Series the second Collection Period second preceding such Distribution Date and shall be payable in the manner set forth in Section 4.6 and Section 4.10; provided, however, that with respect to any Monthly Period will each the first Distribution Date for Series 2000-3, clause (b) of this sentence shall be determined in accordance with deemed to refer to the relevant SupplementInvested Amount on the Closing Date. The portion of Notwithstanding the Servicing Fee foregoing, with respect to any the first Distribution Date for Series 2000-3, 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 the number of days from but excluding the Closing Date to and including the last day of the month in which the Closing Date occurs and the denominator of which is 360. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2000-3 Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series, the Trustee and the Series 2000-3 Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs Seller or expenses of the Trust, the Investor Certificateholders 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 or to the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties extent that amounts may be netted with respect thereto in accordance with the terms of this Series Supplement or arising from a failure to comply therewith)the Agreement. The Servicer shall be required permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date, in whole or in part, by notice to the Trustee on or before the related Determination Date; provided that the Servicer reasonably believes that sufficient Non-Principal Collections shall be available on any future Distribution Date to pay the waived portion of Monthly Servicing Fee. The waived portion of such expenses for its own account Monthly Servicing Fee shall be paid on a future Distribution Date to the extent 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 terms of this Series Supplement or the Agreement; provided, however, that, 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 Seller shall be paid by the Seller to the Servicer. If the Servicer is DFS, and payment of any portion of the Monthly Servicing Fee to DFS on a Distribution Date would require a withdrawal from the Reserve Fund, then absent affirmative notice to the Trustee by DFS to the contrary, DFS shall be deemed to have waived payment of that portion on that Distribution Date; provided that a deemed waiver described in this sentence shall not occur on more than two Distribution Dates in any twelve month period and shall not be entitled to occur on any payment therefor other than the Servicing Feetwo consecutive Distribution Dates.

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

Servicing Compensation. As full compensation consideration for its servicing activities hereunder the Mortgage Loans, the Owner shall pay the Servicer the applicable Servicing Fee and as reimbursement Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for its expenses as set forth the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). Notwithstanding anything in this Agreement to the contrary, the Servicer shall not be entitled to collect more than one of any of the following Other Fees within any eighteen (18) month period: Liquidation Fee, Reperformance Fee and Modification Fee; provided, however, that in the immediately following paragraphevent the Servicer would otherwise be entitled to collect more than one of such Other Fees during any eighteen (18) month period, the Servicer shall be entitled to receive collect the highest of such Other Fees, net of any other such Other Fees paid during the applicable eighteen (18) month period. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a servicing fee (Business Day, the “next succeeding Business Day, an invoice setting forth the Servicing Fee”) Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to each Monthly Period prior to the termination of Mortgage Loans serviced by the Trust pursuant to Section 12.01Servicer during the preceding calendar month, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest Owner shall pay such invoice via wire transfer (or such other amount as specified in accordance with written instructions to be provided by the related SupplementServicer) of such Series, in each case as of no later than the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodcalendar month in which such invoice was delivered. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with With respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee Servicer that remain unpaid after the Remittance Date pursuant to Section 11.05 this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the reasonable fees day following the Business Day on which such payment was due to and disbursements including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to deduct such unpaid amounts due to Servicer on the Remittance Date following the Remittance Date that such amounts were due if Owner has not already made payment. Additional servicing compensation in the form of independent public accountants and all other expenses incurred Ancillary Income shall be retained by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Servicer. The Servicer shall be required to pay such all expenses for incurred by it in connection with its own account servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any payment therefor charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, ▇▇▇▇ up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Servicing FeePrepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be accrue on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such late payment is made and shall be payable on the date when such late payment is so made. Notwithstanding anything to the contrary contained herein, upon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or the Servicer relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions: (a) Following the delivery of a written demand for arbitration by either the Owner or the Servicer, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such other time period as the Owner and the Servicer may agree), the Owner and the Servicer shall promptly request that the commercial panel of the AAA select an independent Arbitrator meeting such criteria. (b) The rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Owner and the Servicer, the sole discovery available to each party shall be its right to conduct up to two (2) non-expert depositions of no more than three (3) hours of testimony each. (c) The Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Owner and the Servicer agree to extend such time. The decision shall be final and binding upon the Owner and the Servicer; provided, however, that such decision shall not restrict either the Owner or the Servicer from terminating this Agreement pursuant to the terms hereof. (d) Each party shall pay its own expenses in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Arbitrator. (e) The Owner and the Servicer agree that the existence, conduct and content of any arbitration pursuant to this Section 7.01 shall be kept confidential and neither the Owner nor the Servicer shall disclose to any Person any information about such arbitration, except in connection with such arbitration or as may be required by law or by any regulatory authority (or any exchange on which such party’s securities are listed) or for financial reporting purposes in such party’s financial statements.

Servicing Compensation. As full compensation consideration for its servicing activities hereunder the Mortgage Loans, the Owner shall pay the Servicer the applicable Servicing Fee and as reimbursement Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for its expenses as set forth the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). Notwithstanding anything in this Agreement to the contrary, the Servicer shall not be entitled to collect more than one of any of the following Other Fees within any eighteen (18) month period: Liquidation Fee, Reperformance Fee and Modification Fee; provided, however, that in the immediately following paragraphevent the Servicer would otherwise be entitled to collect more than one of such Other Fees during any eighteen (18) month period, the Servicer shall be entitled to receive collect the highest of such Other Fees, net of any other such Other Fees paid during the applicable eighteen (18) month period. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a servicing fee (Business Day, the “next succeeding Business Day, an invoice setting forth the Servicing Fee”) Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to each Monthly Period prior to the termination of Mortgage Loans serviced by the Trust pursuant to Section 12.01Servicer during the preceding calendar month, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest Owner shall pay such invoice via wire transfer (or such other amount as specified in accordance with written instructions to be provided by the related SupplementServicer) of such Series, in each case as of no later than the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodcalendar month in which such invoice was delivered. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with With respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee Servicer that remain unpaid after the Remittance Date pursuant to Section 11.05 this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by Applicable Law. Such interest shall accrue from and including the reasonable fees day following the Business Day on which such payment was due to and disbursements including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to deduct such unpaid amounts due to Servicer on the Remittance Date following the Remittance Date that such amounts were due if Owner has not already made payment. Additional servicing compensation in the form of independent public accountants and all other expenses incurred Ancillary Income shall be retained by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Servicer. The Servicer shall be required to pay such all expenses for incurred by it in connection with its own account servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any payment therefor charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, m▇▇▇ up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Servicing Fee.Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be accrue on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by Applicable Law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such late payment is made and shall be payable on the date when such late payment is so made. Notwithstanding anything to the contrary contained herein, upon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or the Servicer relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions: (a) Following the delivery of a written demand for arbitration by either the Owner or the Servicer, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the

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

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

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

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphSECTION 2.5(b), the Servicer shall be entitled to receive a servicing fee (on each Distribution Date for the “Servicing Fee”) with respect to each Monthly preceding Accrual Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on 9.1 of the related Transfer Date, in Pooling Agreement a servicing fee (the "SERVICING FEE"). The Servicing Fee shall be an amount equal to one-twelfth of (i) the product of (aA) the weighted Servicing Fee Percentage and (B) the average aggregate Principal Amount of the Series Servicing Fee Percentages Receivables in the Trust for the Accrual Period immediately preceding such Distribution Date (or, if such Accrual Period is the 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) 360 (or, with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount a particular Outstanding Series, as specified shall be provided in the related Supplement) of such Series). Except as otherwise set forth in the related Supplement, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates each Outstanding Series for any Accrual Period shall be an amount equal to the product of (i) the Servicing Fee for such Accrual Period and (ii) a particular fraction (expressed as a percentage) (A) the numerator of which is the daily average Invested Amount for such Accrual Period with respect to such Series and (B) the denominator of which is the daily average Aggregate Invested Amount for such Accrual Period (with respect to any Monthly Period will each be determined in accordance such Series, the "MONTHLY SERVICING FEE"); provided, however, that if on any day USFS or any Affiliate thereof is acting as the Servicer and an Early Amortization Event has occurred and is continuing with the relevant Supplement. The portion respect to any Outstanding Series, payment of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to such Series shall be deferred until all amounts due under the Investor Certificates of a particular such Series have been paid in full. The Servicing Fee shall be paid by payable to the Holder Servicer solely pursuant to the terms of, and to the extent amounts are available for payment under, Article III of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeePooling Agreement.

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

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

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

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

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

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

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

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 2000-C Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 2000-C Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2000-C Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 2000-C Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of other Series. The Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives all or any portion of the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be reduced by the amount so waived for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder4.10(b); provided, that further, that, to the Servicer shall not be liable for extent any liabilitiessuch waived Certificateholders Monthly Servicing Fee is so paid, costs or expenses the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

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

Servicing Compensation. As full compensation (a) In consideration for its servicing activities hereunder and as reimbursement for its expenses as set forth in services hereunder, until the immediately following paragraphRetirement of the Notes, the Servicer shall be entitled to receive a servicing fee (the “"Servicing Fee”") with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, semi-annually in an amount equal to one-twelfth of $500,000. The Servicer also shall be entitled to retain as additional compensation (i) any interest earnings on FTA Payments received by the product of (a) Servicer and invested by the weighted average of the Series Servicing Fee Percentages with respect Servicer pursuant 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 SupplementSection 6(d) of such SeriesAnnex I hereto prior to remittance to the Collection Account and (ii) all late payment charges, in each case as of the last day of the prior Monthly Period) and if any, collected from Customers or TPSs. (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable set forth in Section 6.06(a) above shall be paid to Investor Certificates of a particular Series with respect to any Monthly Period will the Servicer by the Trustee, on each be determined Payment Date in accordance with Section 8.02(e) of the relevant SupplementIndenture commencing with the September 1999 Payment Date, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The Any portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series paid on such date shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of added to the Servicing Fee with respect to any Monthly Period to be paid by payable on the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)subsequent Payment Date. The Servicer’s expenses include Servicing Fee payable on each Payment Date will be for services rendered during the amounts due period from, but not including, the preceding Payment Date to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunderincluding such Payment Date; provided, provided that the Servicer Servicing Fee payable on the September 1999 Payment Date shall not also be liable for any liabilities, costs or expenses of $500,000 which represents services rendered from the TrustClosing Date to such Payment Date. (c) Except as provided in Section 5.02(d), the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for from its own account all expenses incurred by it in connection with its activities hereunder (including any fees to and disbursements by accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Noteholders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and shall not be entitled to any extra payment therefor other than the Servicing Feeor reimbursement therefor.

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “Monthly Servicing Fee”) with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) occurring on or prior to the termination earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes are outstanding and (iii) the first Distribution Date following the 1995 Trust pursuant to Section 12.01, payable monthly on the related Transfer Termination Date, in an amount equal to one-twelfth of the product result of (a) 1% multiplied by (b) the weighted average aggregate principal amount of the Series Servicing Fee Percentages with respect to each Dealer Notes outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and such Due Period multiplied by (bc) the average amount of Principal Receivables during Series Allocation Percentage for the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series Collateral Certificate with respect to any such Due Period. A portion of the Monthly Period will Servicing Fee shall be allocated to each be determined series of Notes in accordance with the relevant related Indenture Supplement (the “Investor Servicing Fee”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee, the Series 2011-1 Certificateholder, the Issuing Entity, the Indenture Trustee or the Investor Certificateholders of any Series Owner Trustee be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller. The Servicer will be permitted, in its sole discretion, to defer all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by Indenture Trustee on or before the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the deferred Monthly Servicing Fee. If the Servicer so defers the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be reduced by the amount so deferred for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to the applicable Indenture Supplement; and, provided, further that, to the extent any such deferred Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

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

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

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

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

Servicing Compensation. As full compensation In consideration for its servicing activities hereunder services hereunder, until the Retirement of the Transition Bonds, the Servicer shall receive an annual fee (the "Servicing Fee") in an amount equal to (i) $400,000 for so long as EGSI or an Affiliate of EGSI is the Servicer or (ii) if EGSI or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Issuer, and approved by the PUCT, provided that such amount shall not exceed 1.25% of the aggregate initial principal amount of all Outstanding Series of Transition Bonds unless the Rating Agency Condition is satisfied. The Servicing Fee owing in respect of each Series shall be paid semi-annually with half of the Servicing Fee being paid on each Payment Date. The Servicer also shall be entitled to retain as reimbursement for its expenses as additional compensation (i) any interest earnings on TC Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Accounts and (ii) all late payment charges, if any, collected from Customers or REPs; provided, however, that if the Servicer has failed to remit the Daily Remittance to the applicable General Subaccount of 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 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. 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 following paragraphavailable 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 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.Except as expressly provided elsewhere in this Agreement, the Servicer shall be entitled required to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other pay from its own account expenses incurred by the Servicer in connection with its activities hereunder; providedhereunder (including any fees to and disbursements by accountants, that the Servicer shall not be liable for any liabilitiescounsel, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or measured by income (or any interest or penalties with respect thereto or arising from a failure paid to comply therewith). The Servicer shall be required it pursuant to pay such expenses for its own account this Section 6.06, and shall not be entitled to any extra payment therefor other than or reimbursement therefor.The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing FeeFee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Applicable Financing Order.

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

Servicing Compensation. As full compensation consideration for its servicing activities hereunder the Mortgage Loans, the Owner shall pay the Servicer the applicable Servicing Fee and as reimbursement Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for its expenses as set forth the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). Notwithstanding anything in this Agreement to the contrary, the Servicer shall not be entitled to collect more than one of any of the following Other Fees within any eighteen (18) month period: Liquidation Fee, Reperformance Fee and Modification Fee; provided, however, that in the immediately following paragraphevent the Servicer would otherwise be entitled to collect more than one of such Other Fees during any eighteen (18) month period, the Servicer shall be entitled to receive collect the highest of such Other Fees, net of any other such Other Fees paid during the applicable eighteen (18) month period. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a servicing fee (Business Day, the “next succeeding Business Day, an invoice setting forth the Servicing Fee”) Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to each Monthly Period prior to the termination of Mortgage Loans serviced by the Trust pursuant to Section 12.01Servicer during the preceding calendar month, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest Owner shall pay such invoice via wire transfer (or such other amount as specified in accordance with written instructions to be provided by the related SupplementServicer) of such Series, in each case as of no later than the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Periodcalendar month in which such invoice was delivered. The share of the Servicing Fee allocable to Investor Certificates of a particular Series with With respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”). The Servicer’s expenses include the amounts due to the Trustee Servicer that remain unpaid after the Remittance Date pursuant to Section 11.05 this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the reasonable fees day following the Business Day on which such payment was due to and disbursements including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to deduct such unpaid amounts due to Servicer on the Remittance Date following the Remittance Date that such amounts were due if Owner has not already made payment. Additional servicing compensation in the form of independent public accountants and all other expenses incurred Ancillary Income shall be retained by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith)Servicer. The Servicer shall be required to pay such all expenses for incurred by it in connection with its own account servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any payment therefor charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, ▇▇▇▇ up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Servicing FeePrepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be accrue on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such late payment is made and shall be payable on the date when such late payment is so made. Notwithstanding anything to the contrary contained herein, upon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or the Servicer relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions: (a) Following the delivery of a written demand for arbitration by either the Owner or the Servicer, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such other time period as the Owner and the Servicer may agree), the Owner and the Servicer shall promptly request that the commercial panel of the AAA select an independent Arbitrator meeting such criteria. (b) The rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Owner and the Servicer, the sole discovery available to each party shall be its right to conduct up to two (2) non-expert depositions of no more than three (3) hours of testimony each. (c) The Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Owner and the Servicer agree to extend such time. The decision shall be final and binding upon the Owner and the Servicer; provided, however, that such decision shall not restrict either the Owner or the Servicer from terminating this Agreement pursuant to the terms hereof. (d) Each party shall pay its own expenses in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Arbitrator. (e) The Owner and the Servicer agree that the existence, conduct and content of any arbitration pursuant to this Section 7.01 shall be kept confidential and neither the Owner nor the Servicer shall disclose to any Person any information about such arbitration, except in connection with such arbitration or as may be required by law or by any regulatory authority (or any exchange on which such party’s securities are listed) or for financial reporting purposes in such party’s financial statements. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 55

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

Servicing Compensation. (a) As full compensation for its servicing activities hereunder hereunder, acting in its capacity as calculation agent pursuant to any Terms Document, and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Trust pursuant to Section 12.01Servicer’s obligations under this Agreement, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) 2.00% and (b) the average amount of Average Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Notes (the “Investor Certificates Servicing Fee”) of a particular Series with respect to any Monthly Period will each be determined in accordance with the terms of the relevant Indenture Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates Notes of a particular any Series shall be paid by the Holder of the Transferor Certificate Interest directly to the Servicer on or before the related Transfer Date Date, and in no event shall the TrustIssuer, the Indenture Trustee or the Investor Certificateholders Noteholders of any Series Series, Class or Tranche of Notes be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Holder of the Transferor Certificates Interest (the “Transferor Servicing Fee”). . (b) The Servicer’s expenses include the amounts due to reasonable fees of and reimbursement of reasonable disbursements by each of the Trustee pursuant to Section 11.05 Indenture Trustee, the Note Registrar, the Bank, and the reasonable fees and disbursements of Servicer’s independent public accountants in connection with the Servicer’s activities hereunder, and all other expenses incurred by the Servicer in connection with its activities hereunderhereunder and its activities acting in its capacity as calculation agent pursuant to any Terms Document; provided, that, for the avoidance of doubt and it being understood that this proviso is not intended to delineate what does or does not constitute a reasonable disbursement more broadly, the Servicer shall not be liable for any disbursements of the Indenture Trustee, the Note Registrar, or the Bank to the extent such disbursements were incurred because of the negligence or willful misconduct of such Persons; provided further, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders Issuer or the Certificate Owners Noteholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith); provided further, if the Indenture Trustee shall act as Successor Servicer, except for liability for any such expenses resulting from its actions as Indenture Trustee and/or Successor Servicer, the Indenture Trustee, as Successor Servicer, shall not be liable for any such expenses incurred in any given calendar month in excess of the total amount of Servicing Fee received or to be received by it in connection with its role as Successor Servicer during such calendar month, and the Holder of the Transferor Interest shall be liable for such expenses, if any, in excess of the amount for which the Indenture Trustee, as Successor Servicer, is liable with respect to such calendar month. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, if the Indenture Trustee shall act as Successor Servicer, it shall not in any event have obligations (including indemnities other than those resulting from its actions as Successor Servicer) to pay any indemnities owed by any other Servicer.

Servicing Compensation. As full compensation for its ---------------------- servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a monthly servicing fee (the “Servicing Fee”) with in respect to each of any Monthly Period prior to the termination of the Trust pursuant to Section 12.0111.1 (with respect to each Monthly Period, payable monthly on the related Transfer Date, in an amount "Monthly Servicing Fee"). The Monthly Servicing Fee shall be equal to the sum of (a) the product of one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages Rate and the Average Pool Balance (b) investment earnings on amounts on deposit in the Collection Account or earned on collections pending deposit in the Collection Account (the "Investment Earnings") and (c) any Collections of fees and Late Fees processed with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly Period. The share of the Monthly Servicing Fee allocable to Investor Certificates is payable in arrears on the Distribution Date immediately following the related Monthly Period. The Monthly Servicing Fee shall be calculated on the basis of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion 360-day year consisting of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by the Holder of the Transferor Certificate on the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)twelve 30-day months. The Servicer’s 's expenses include the amounts due to the Trustee pursuant to Section 11.05 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; provided, however, that the -------- ------- Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders Trust or the Certificate Owners Certificateholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. (a) As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraphSection 4.2(b), the Servicer shall be entitled to receive a monthly servicing fee (the “"Monthly Servicing Fee”) with respect to "), payable in arrears on each Monthly Period Distribution Date prior to the termination of the Trust this Indenture pursuant to Section 12.01, payable monthly on the related Transfer Date, 11.1 in an amount equal to the sum of the Monthly Servicing Fees for all 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 portion of the Supplemental Servicing Fee allocated to such Series of Notes pursuant to the related Supplement, plus (ii) one-twelfth of the product of (aA) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series (based upon the Series Servicing Fee Percentage for each such Series and (B) the Investor Interest (or such other aggregate outstanding principal amount as specified in the related Supplement) of such Series, in each case as of Series on the last day of the prior Monthly Period) and (b) the average amount of Principal Receivables during the prior Monthly PeriodBusiness Day preceding such Distribution Date. The share of the Series Monthly Servicing Fee allocable to Investor Certificates of a particular Series with respect to any Monthly Period will for each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series shall be paid by to the Holder of Servicer pursuant to the Transferor Certificate on procedures set forth in the related Transfer Date and in no event shall the Trust, the Trustee or the Investor Certificateholders of any Series be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates applicable Supplement. The supplemental servicing fee (the “Transferor "Supplemental Servicing Fee”") for any period shall be equal to all Carrying Charges for such period (exclusive of amounts payable under clause (ii) above). . (b) The Servicer’s 's expenses include include, and the Servicer agrees to pay, the amounts due to the Trustee pursuant to Section 11.05 and 10.6, plus the reasonable fees and disbursements of independent public accountants and accountants, plus all other expenses incurred by the Servicer or TFFC in connection with its activities hereunder; providedhereunder or under the Related Documents, that and include, without limitation, all fees and expenses of TFFC provided for in Section 4.12 hereof, all other fees and expenses whatsoever of TFFC other than interest, and all Carrying Charges, to the Servicer extent not included within the foregoing. The Servicer, however, shall not be liable for any liabilities, costs or expenses of the TrustTFFC, the Investor Certificateholders Trustee or the Certificate Owners Noteholders arising under any tax law, including without limitation any federalFederal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a result of the Servicer's violation of the provisions of this 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 of the Leases. The In the event that the Servicer shall be required fails to pay such expenses for its own account and shall not any amount due to the Trustee pursuant to Section 10.6 hereof, the Trustee will be entitled to any receive such amounts due from the Monthly Servicing Fee prior to payment therefor other than thereof to the Servicing FeeServicer.

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

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “Servicing Fee”"MONTHLY SERVICING FEE") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on the related Transfer Datewhich no Notes are outstanding, in an amount equal to one-twelfth of the product result of (a) 1% MULTIPLIED BY (b) the weighted average aggregate principal amount of the Series Servicing Fee Percentages with respect to each Dealer Notes outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and such Due Period MULTIPLIED BY (bc) the average amount of Principal Receivables during Series Allocation Percentage for the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series Collateral Certificate with respect to any such Due Period. A portion of the Monthly Period will Servicing Fee shall be allocated to each be determined series of Notes in accordance with the relevant related Indenture Supplement (the "INVESTOR SERVICING FEE"), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series Fee, shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Investor Certificateholders of any Series 200_-_ Certificateholder be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by Indenture Trustee on or before the Servicer in connection with its activities hereunderrelated Determination Date; providedPROVIDED, HOWEVER, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be reduced by the amount so waived for all purposes of this Series Supplement and the Agreement; PROVIDED, HOWEVER, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to the applicable Indenture Supplement; and, PROVIDED, FURTHER that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

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

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

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “Monthly Servicing Fee”) with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of a Due Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Series Termination Date and the first Distribution Date on the related Transfer Datewhich no Notes are outstanding, in an amount equal to one-twelfth of the product result of (a) 1% multiplied by (b) the weighted average aggregate principal amount of the Series Servicing Fee Percentages with respect to each Dealer Notes outstanding Series (based upon the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and such Due Period multiplied by (bc) the average amount of Principal Receivables during Series Allocation Percentage for the prior Monthly Period. The share of the Servicing Fee allocable to Investor Certificates of a particular Series Collateral Certificate with respect to any such Due Period. A portion of the Monthly Period will Servicing Fee shall be allocated to each be determined series of Notes in accordance with the relevant related Indenture Supplement (the “Investor Servicing Fee”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The portion remainder of the Monthly Servicing Fee with respect to any Monthly Period not so allocated to the Investor Certificates of a particular Series Fee, shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Master Trust, the Master Trust Trustee or the Investor Certificateholders of any Series 2004-1 Certificateholder be liable for the share of the Monthly Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Master Trust Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by Indenture Trustee on or before the Servicer in connection with its activities hereunderrelated Determination Date; provided, however, that the Servicer shall not believes that sufficient Series Allocable Finance Charge Collections will be liable available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any liabilitiesDistribution Date, costs or expenses the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be reduced by the amount so waived for all purposes of this Series Supplement and the Agreement; provided, however, that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to the applicable Indenture Supplement; and, provided, further that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

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

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

Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a The monthly servicing fee (the “"Monthly Servicing Fee”") with shall be payable to the Servicer, in arrears, on each Distribution Date in respect to each Monthly of any Collection Period (or portion thereof) occurring prior to the termination earlier of the Trust pursuant to Section 12.01, payable monthly first Distribution Date following the Termination Date and the first Distribution Date on which the related Transfer DateInvested Amount is zero, in an amount equal to one-twelfth of the product of (a) the weighted average of the Series Servicing Fee Percentages with respect to each outstanding Series Rate, (based upon b) the Series Servicing Fee Percentage for each Series and the Investor Interest (or such other amount as specified in the related Supplement) of such Series, in each case Pool Balance as of the last day of the prior Monthly Period) Collection Period second preceding such Distribution Date and (bc) the average amount of Principal Receivables during Series 2001-A Allocation Percentage with respect to the prior Monthly immediately preceding Collection Period. The share of the Monthly Servicing Fee allocable to Investor Certificates of a particular the Series 2001-A Certificateholders with respect to any Distribution Date (the "Certificateholders Monthly Period will each Servicing Fee") shall be determined in accordance with equal to the relevant Supplement. The portion product of (a) the Servicing Fee with respect to any Rate and (b) the Invested Amount as of the last day of the Collection Period second preceding such Distribution Date. The remainder of the Monthly Period not so allocated to the Investor Certificates of a particular Series Servicing Fee shall be paid by the Holder of the Transferor Certificate on the related Transfer Date Seller and in no event shall the Trust, the Trustee or the Series 2001-A Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of any other Series and the Series 2001-A Certificateholders shall in no event be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders Seller or the Investor Certificateholders of other Series. The Certificateholders Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement. The Servicer will be permitted, in its sole discretion, to waive all or any portion of the Transferor Certificates (the “Transferor Monthly Servicing Fee”). The Servicer’s expenses include the amounts due Fee for any Distribution Date by notice to the Trustee on or before the related Determination Date; provided that the Servicer believes that sufficient Collections of Non-Principal Receivables will be available on any future Distribution Date to pay the Certificateholders Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives all or any portion of the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such Distribution Date shall be deemed to be reduced by the amount so waived for all purposes of this Series Supplement and the Agreement; provided, however, that such Certificateholders Monthly Servicing Fee shall be paid on a future Distribution Date solely to the extent amounts are available therefor pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder4.10(b); provided, that further, that, to the Servicer shall not be liable for extent any liabilitiessuch waived Certificateholders Monthly Servicing Fee is so paid, costs or expenses the related portion of the Trust, Monthly Servicing Fee to be paid by the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer Seller shall be required paid by the Seller to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing FeeServicer.

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

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

Servicing Compensation. As full (a) Prior to the Liquidation Servicer Commencement Date, as compensation for its the administration and servicing activities hereunder and as reimbursement for its the expenses as set forth in the immediately following paragraphsubsection 2.05(b), the each Local Servicer and Master Servicer shall be entitled to receive a servicing fee (on each Distribution Date in arrears, for the “Servicing Fee”) with respect to each Monthly preceding Settlement Period prior to the termination of the Trust pursuant to Section 12.019.01 of the Pooling Agreement, payable monthly on a portion (expressed as a percentage) of a servicing fee (the related Transfer Date"Servicing Fee"), in an which shall be a maximum amount equal to one-twelfth of the product of (aA) the weighted Servicing Fee Percentage, (B)(i) the average aggregate Principal Amount of the Series Servicing Fee Percentages Receivables for such Settlement Period or (ii) with respect to each outstanding Series the initial Accrual Period, the average aggregate Principal Amount of the Receivables from (based upon and including) the Series Servicing Fee Percentage for each Series and the Investor Interest ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ Date to (or such other amount as specified in the related Supplementbut excluding) of such Series, in each case as of the last day of the prior Monthly Period) initial Settlement Period and (bC) the average amount number of Principal Receivables during the prior Monthly Perioddays 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 Investor 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 particular 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 Period will each be determined in accordance with the relevant SupplementServicing Fee"). The portion 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 with respect to any Monthly Period not so allocated in an amount equal to the Investor Certificates percentage obtained by dividing the aggregate Principal Amount of a particular Series Eligible Receivables conveyed by such Local Servicer to the Contributor or the Company, as the case may be, by the Aggregate Receivables Amount. The Servicing Fee shall be paid by payable to such Local Servicers and the Holder Master Servicer solely pursuant to the terms of, and to the extent amounts are available for payment under, Article III of the Transferor Certificate on Pooling Agreement. Any such fee which is payable to a Local Servicer belonging in the related Transfer Date United Kingdom shall be inclusive of United Kingdom value added tax and the application of Section 89 of the United Kingdom Value Added Tax Act 1994 shall be excluded in relation to such fee. (b) The Company hereby directs the Master Servicer to pay amounts due to the Liquidation Servicer, in the event it has been appointed a Successor Master Servicer, including the Liquidation Servicer's reasonable out-of-pocket expenses relating to the Liquidation Servicer's inspections, if any, 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 Trustee that such system is operating to the Liquidation Servicer's satisfaction within sixty (60) days following the Effective Date; provided, however, that in no event shall the Master Servicer or the Liquidation Servicer, 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 except in accordance with Section 5.02 and as otherwise expressly provided herein. Notwithstanding anything to the contrary herein or in any other Pooling and Servicing Agreements, in the event that the Master Servicer fails to pay any amount due to the Liquidation Servicer pursuant to Section 8.05 of the Pooling Agreement, or following the commencement and continuation (for a period greater than any Series applicable grace period) of an Early Amortization Period, the Liquidation Servicer shall be liable for entitled, in addition to any other rights it may have under law and under the share Pooling Agreement, to receive directly such amounts owing to it under the Pooling and Servicing Agreements from, and in the same order of priority as, the Servicing Fee with respect before payment to the Master Servicer or Local Servicer of any Monthly Period to be paid by the Holders of the Transferor Certificates (the “Transferor Servicing Fee”)portion thereof. The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Master Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. Nothing contained herein shall be construed to limit the obligation of the Master Servicer or 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 for any amount owed to it by the Master Servicer, in its capacities the Master Servicer or otherwise, pursuant to the Transaction Documents.