(NY) 07865/007/MISC09/BONY.Fee.Letter.doc

March 3, 2009 

TALF LLC

c/o Federal Reserve Bank of New York, as Managing Member

33 Liberty Street

New York, New York 10045

Attention: 

Email: 

Re: Fee Letter in Respect of the TALF Administration Agreement and the TALF

Collateral Account Control Agreement

Ladies and Gentlemen:

We hereby refer to: (i) the Administration Agreement among TALF LLC, Federal

Reserve Bank of New York as managing member of TALF LLC and The Bank of New

York Mellon (“BNYM”) as administrator (the “Administrator”) dated as of March 3, 

2009 and (ii) the Collateral Account Control Agreement between TALF LLC as pledgor

and BNYM as secured party and as securities intermediary (the “Securities

Intermediary”) dated as of March 3, 2009, each such agreement referred to in (i) and (ii)

above (as each of the same may be amended, supplemented, amended and restated or

otherwise modified from time to time, the “Agreements” and each an “Agreement”).

This Fee Letter sets forth certain fees, costs and expenses payable in connection

with each of the Agreements. Capitalized terms used but not otherwise defined herein

have the meanings assigned thereto in the Agreements. To the extent there is any

inconsistency between any Agreement and this Fee Letter, such Agreement shall govern. 

In consideration of BNYM’s execution and delivery of each Agreement and the

performance by it of its obligations thereunder, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, TALF LLC

and BNYM hereby agree that TALF LLC shall pay to BNYM fees in the amounts and

manner set out below (the “Fees”). TALF LLC shall pay the Fees to BNYM in

accordance with the terms hereof, and in accordance with the Waterfall. The fee

arrangement set out in this Fee Letter will remain in effect until termination of the related

Agreement or upon the resignation of BNYM (or its relevant affiliate) as Administrator

or Securities Intermediary, as applicable. 

1. The Fees in respect of each monthly period during the term of the Agreements

shall be an amount in U.S Dollars, payable monthly in arrears and calculated in

accordance with the Waterfall and the following formula:

(a) the product sum, based on the outstanding aggregate unpaid principal balance

of the Collateral as defined in the Security Agreement, of:
(NY) 07865/007/MISC09/BONY.Fee.Letter.doc

 $0 – 20,000,000,000 0.850 basis points 

 $20,000,000,001 - $40,000,000,000 0.350 basis points 

 $40,000,000,001 - $80,000,000,000 0.125 basis points 

 $80,000,000,001 and up 0.100 basis points 

 (b) provided that the minimum aggregate monthly Fee in respect of each calendar 

month shall be $35,000. 

2. BNYM shall calculate the amounts payable by TALF LLC pursuant to this Fee 

Letter. 

3. The Fees shall be exclusive of value added taxes (if any is or becomes payable in 

respect of BNYM’s services under the Agreements). 

4. Pursuant to Section 2.01(a)(iii) of the Administration Agreement, BNYM shall 

provide the Controlling Party with an itemized invoice on the Payment 

Determination Date showing the basis for which compensation is requested. The 

invoice must contain sufficient detail for the Controlling Party to assess the 

appropriateness of the charges. If the Controlling Party disputes all or a portion 

of any invoice, the Controlling Party will notify BNYM in writing of the specific 

reason and amount of any dispute and the undisputed amount shall be paid in the 

manner set forth above. The parties will work together, in good faith, to resolve 

any disputes as soon as reasonably practicable, and TALF LLC will pay the 

amount, if any, agreed by the parties based on the resolution. 

Payment of any amount of unpaid Fees outstanding hereunder by TALF LLC to 

BNYM as calculated in accordance with this Fee Letter shall constitute a full discharge of 

TALF LLC’s payment obligations to BNYM with respect to such Fees under each 

relevant Agreement. 

No amendment or waiver of this Fee Letter shall in any event be effective unless 

the same shall be in writing and signed by the parties hereto, and then such amendment or 

waiver shall be effective only to the extent of the specific purpose for which given. This 

Fee Letter shall be binding upon and inure to the benefit of TALF LLC, BNYM and their 

respective successors and assigns permitted under each relevant Agreement. 

This Fee Letter shall be construed in accordance with and governed by the laws of 

the State of New York. 

This Fee Letter may be executed in any number of counterparts, each of which 

shall be identical and all of which, taken together, shall constitute one and the same 

instrument, and each of the parties hereto may execute this Fee Letter by signing any 

such counterpart. 

This Fee Letter, together with the Agreements (i) set forth the entire 

understanding of the parties relating to the BNYM Fees, (ii) represent the only fees 
(NY) 07865/007/MISC09/BONY.Fee.Letter.doc

payable under the Agreements and (iii) supersede and cancel any prior communications, 

understandings and agreements between the parties hereto. 

Please indicate your agreement with the foregoing by signing (where indicated 

below) each of the three enclosed copies of this Fee Letter and returning one original to 

BNYM retaining one for your records. 

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