Common use of Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability Clause in Contracts

Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a) As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00025% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans. (b) Upon the completion of any Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the Mortgage Loan Seller of a written request from the Asset Representations Reviewer, the Asset Representations Reviewer shall be paid a fee of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000 (the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Mortgage Loan shall be paid by the Mortgage Loan Seller; provided, however, that if the Mortgage Loan Seller is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency; provided, further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall remain an obligation of the Mortgage Loan Seller and the Master Servicer or the Special Servicer as applicable, shall be required to pursue remedies against the Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from the Mortgage Loan Seller or its insolvency estate. (c) Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b). (d) The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.

Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a) The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”) on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to the product of a rate equal to 0.000250.00028% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans. (b) Upon As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage Loans that are Delinquent Loans and are subject to an Asset Review, upon the completion of any Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the Mortgage Loan Seller of a written request from the an individual Asset Representations ReviewerReview Trigger, the Asset Representations Reviewer shall be paid a fee equal to, in the case of a Delinquent Loan, (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000 (any such fee, the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses of the Asset Representations Reviewer. The Fee”).The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Mortgage Loan shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolventinsolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall become an expense of be paid by the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory a certification to the Master Servicer or that the Special Servicer, as applicable, requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not deliver any such certificate unless it has invoiced payment of such insolvency; providedamount and otherwise met the requirements for payment set forth in this Section 12.02(b), furtherincluding receipt of evidence of such insolvency or failure to pay such amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in this Agreement for such Mortgage Loan Seller, that notwithstanding or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such invoice by registered mail or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall will remain an obligation of the related Mortgage Loan Seller and the Master Enforcing Servicer or the Special Servicer as applicable, shall be required to pursue remedies against the such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of recover any such amounts from to the Mortgage Loan Seller or its insolvency estateextent paid by the Trust. (c) Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a Mortgage Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust Asset Representations Reviewer or the Trust, as the case may be, for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b). (d) The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.

Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a) The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”) on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage Loan (including any Outside Serviced Mortgage Loan), and for any Distribution Date is an amount accrued during the Mortgage Loans and shall be equal to the product of a rate equal to 0.00025related Interest Accrual Period at 0.000691% per annum (the “Asset Representations Reviewer Fee Rate”) and on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loanclose of business on the Distribution Date in such Interest Accrual Period, but not any Companion Loan) and shall be calculated on the same interest accrual basis as the related Mortgage Loan and prorated for any partial periods. The Asset Representations Reviewer Fee shall be payable from amounts on deposit in the same manner Collection Account as interest is calculated on such Mortgage Loansset forth in Section 3.06(a). (b) Upon the completion commencement of any an Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the Mortgage Loan Seller of a written request from the Asset Representations ReviewerLoan, the Asset Representations Reviewer shall be paid a fee of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance less than $20,000,00015,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $20,000,00015,000,000, but less than $40,000,000 30,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000 30,000,000 (the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Mortgage Loan shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolventinsolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall become an expense of be paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvencyinsolvency or failure to pay such amount; provided, however, that a statement of non-payment by the Asset Representations Reviewer ninety (90) days after an itemized invoice is delivered by registered mail to the address listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery or attempted delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory evidence delivered by the Asset Representations Reviewer of such failure to pay such amount; and provided, further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall will remain an obligation of the related Mortgage Loan Seller and the Master Servicer or the Special Servicer as applicable, shall be required to pursue remedies against the such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of recover any such amounts to the extent paid by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Mortgage Loan Seller or its insolvency estateCollection Account as set forth in Section 3.06(a). (c) Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust Asset Representations Reviewer or the Trust, as the case may be, for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b11.02(b). (d) The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.

Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a) The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”) on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage Loan (including any Outside Serviced Mortgage Loan), and for any Distribution Date is an amount accrued during the Mortgage Loans and shall be equal to the product of a rate equal to 0.00025related Interest Accrual Period at 0.000691% per annum (the “Asset Representations Reviewer Fee Rate”) and on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loanclose of business on the Distribution Date in such Interest Accrual Period, but not any Companion Loan) and shall be calculated on the same interest accrual basis as the related Mortgage Loan and prorated for any partial periods. The Asset Representations Reviewer Fee shall be payable from amounts on deposit in the same manner Collection Account as interest is calculated on such Mortgage Loansset forth in Section 3.06(a). (b) Upon the completion commencement of any an Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the Mortgage Loan Seller of a written request from the Asset Representations ReviewerLoan, the Asset Representations Reviewer shall be paid a fee of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance less than $20,000,00015,000,000 , (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $20,000,00015,000,000, but less than $40,000,000 30,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000 30,000,000 (the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Mortgage Loan shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolventinsolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall become an expense of be paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvencyinsolvency or failure to pay such amount; provided, however, that a statement of non-payment by the Asset Representations Reviewer ninety (90) days after an itemized invoice is delivered by registered mail to the address listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery or attempted delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory evidence delivered by the Asset Representations Reviewer of such failure to pay such amount; and provided, further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall will remain an obligation of the related Mortgage Loan Seller and the Master Servicer or the Special Servicer as applicable, shall be required to pursue remedies against the such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of recover any such amounts to the extent paid by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Mortgage Loan Seller or its insolvency estateCollection Account as set forth in Section 3.06(a). (c) Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust Asset Representations Reviewer or the Trust, as the case may be, for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b11.02(b). (d) The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.