SERIES, THE "MONTHLY
SERVICING FEE"). THE MASTER SERVICER (ACTING IN SUCH CAPACITY) SHALL BE ENTITLED
TO RETAIN 10% OF THE SERVICING FEE AND SHALL PAY EACH LOCAL SERVICER A
PERCENTAGE OF THE REMAINING SERVICING FEE IN AN AMOUNT EQUAL TO THE PERCENTAGE
OBTAINED BY DIVIDING THE AGGREGATE PRINCIPAL AMOUNT OF RECEIVABLES SERVICED BY
SUCH LOCAL SERVICER BY THE AGGREGATE RECEIVABLES AMOUNT. THE SERVICING FEE SHALL
BE PAYABLE TO THE MASTER SERVICER (AND BY THE MASTER SERVICER TO THE LOCAL
SERVICERS) SOLELY PURSUANT TO THE TERMS OF, AND TO THE EXTENT AMOUNTS ARE
AVAILABLE FOR PAYMENT UNDER, ARTICLE III OF THE POOLING AGREEMENT. THE COMPANY
AND THE TRUSTEE SHALL HAVE NO LIABILITY TO PAY ANY AMOUNT OF THE SERVICING FEE
OR ANY OTHER FEE OR EXPENSE TO THE LOCAL SERVICERS. ANY SUCH FEE WHICH IS
PAYABLE TO A LOCAL SERVICER BELONGING IN THE 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.
12
(B)
THE COMPANY HEREBY DIRECTS THE MASTER
SERVICER TO PAY (FROM FUNDS OF THE COMPANY ONLY) AMOUNTS DUE TO THE LIQUIDATION
SERVICER, IN THE EVENT IT HAS BEEN APPOINTED TO COMMENCE PERFORMANCE OF ITS
SERVICES, 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. IN NO EVENT SHALL THE MASTER SERVICER OR THE
LIQUIDATION SERVICER, IN THE EVENT IT HAS BEEN APPOINTED TO COMMENCE PERFORMANCE
OF ITS SERVICES, 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY
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 APPLICABLE GRACE PERIOD) OF AN EARLY
AMORTIZATION PERIOD, THE LIQUIDATION SERVICER SHALL BE ENTITLED, IN ADDITION TO
ANY OTHER RIGHTS IT MAY HAVE UNDER LAW AND UNDER THE 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 BEFORE
PAYMENT TO THE MASTER SERVICER OR LOCAL SERVICER OF ANY PORTION THEREOF. THE
MASTER SERVICER SHALL BE REQUIRED TO PAY ITS OWN AND ANY LOCAL SERVICER'S
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 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