Master Servicing Compensation As compensation for its activities as Master Servicer hereunder and as a subservicer pursuant to the Servicing Rights Transfer and Subservicing Agreement, the Master Servicer shall be entitled to retain or withdraw from the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan, provided that the aggregate Master Servicing Fee with respect to any Distribution Date shall be reduced (i) by the amount of any Compensating Interest paid by the Master Servicer with respect to such Distribution Date, and (ii) with respect to the first Distribution Date, an amount equal to any amount to be deposited into the Distribution Account by the Depositor pursuant to Section 2.1(a) and not so deposited. Additional servicing compensation in the form of (i) Excess Proceeds, Prepayment Interest Excess and all income and gain net of any losses realized from Permitted Investments and (ii) prepayment penalties, assumption fees and late payment charges in each case under the circumstances and in the manner set forth in the applicable Mortgage Note or Mortgage shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.5 hereof. The Master Servicer shall be required to pay all expenses incurred by it in connection with its master servicing activities hereunder (including payment of any premiums for hazard insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.
Servicing Compensation As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) shall be retained by the Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.
Servicer Compensation The Servicer shall withdraw its Servicing Fee for each Mortgage Loan net of any Month End Interest payable pursuant to Section 7.6.1 from the related Custodial P&I Account prior to the remittance of such amounts to the Certificate Account with all other payments received with respect to the Mortgage Loans.
Servicing Compensation; Payment of Certain Expenses by Servicer The Servicer shall be entitled to receive the Servicing Fee in accordance with Section 3.03 as compensation for its services in connection with servicing the Mortgage Loans. Moreover, additional servicing compensation in the form of late payment charges and certain other receipts not required to be deposited in the Collection Account as specified in Section 3.02 shall be retained by the Servicer. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of all other fees and expenses not expressly stated hereunder to be for the account of the Securityholders, including, without limitation, the fees and expenses of the Administrator, Owner Trustee, Indenture Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided herein.
Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls In the event that any Mortgage Loan is the subject of a Prepayment Interest Shortfall, the Servicer shall, from amounts in respect of the Servicing Fee for such Distribution Date, deposit into the Collection Account, as a reduction of the Servicing Fee for such Distribution Date, no later than the Servicer Remittance Date immediately preceding such Distribution Date, an amount up to the Prepayment Interest Shortfall; provided that the amount so deposited shall not exceed the Compensating Interest for such Distribution Date. In case of such deposit, the Servicer shall not be entitled to any recovery or reimbursement from the Depositor, the Trustee, the Issuing Entity or the Certificateholders. With respect to any Distribution Date, to the extent that the Prepayment Interest Shortfall exceeds Compensating Interest (such excess, a "Non-Supported Interest Shortfall"), such Non-Supported Interest Shortfall shall reduce the Current Interest with respect to each Class of Certificates, pro rata based upon the amount of interest each such Class would otherwise be entitled to receive on such Distribution Date. Notwithstanding the foregoing, there shall be no reduction of the Servicing Fee in connection with Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings and the Servicer shall not be obligated to pay Compensating Interest with respect to Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings.
Master Servicing Fee Rate The rate used to calculate the Master Servicing Fee for each Mortgage Loan is 0.017% per annum.
Total Servicing Fee; Payment of Certain Expenses by Servicer On each Distribution Date, the Servicer shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders and all other fees and expenses of the Owner Trustee, the Trust Collateral Agent or the Trustee; provided, however, the Servicer shall not be required to pay taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification unless such taxes and claims are expressly stated to be for the account of GM Financial). The Servicer shall be liable for the fees and expenses of the Owner Trustee, the Trust Collateral Agent, the Trustee, the Custodian and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be GM Financial, a successor to GM Financial as Servicer permitted by Section 9.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.
Monthly Management Fee Payment On the first business day of each month, each class of each Fund shall pay the management fee to the Investment Manager for the previous month. The fee for the previous month shall be the sum of the Daily Management Fee Calculations for each calendar day in the previous month.
Servicing Fee On each Payment Date, the Indenture Trustee on behalf of the Issuer shall pay to the Servicer the Servicing Fee in accordance with Section 4.4 for the immediately preceding Collection Period as compensation for its services. In addition, the Servicer will be entitled to retain all Supplemental Servicing Fees. The Servicer also will be entitled to receive investment earnings (net of investment losses and expenses) on funds on deposit in the Collection Account and the Reserve Account during each Collection Period.
Compensating Balance Arrangement The Funds and The Bank of New York have entered into a compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive cash balance the next day. Conversely, on any day the Funds maintain a positive balance, they will be allowed to overdraw the account as compensation. In both cases, Federal Reserve requirements, currently 10%, will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of 90% of the total. Balances for the tax-exempt portfolios will be permitted an open-ended roll forward. The taxable portfolios are closed out on a quarterly basis with no carry-over to the subsequent quarter. At the end of each quarter, the average overdraft will be assessed a fee of 1% above the actual Federal Funds rate at the end of the period. Any average positive balance will receive an earnings credit computed at the daily effective 90 day T-bill rate minus 0.25 bps on the last day of the period. Earnings credits will be offset against the Funds’ safekeeping fees. GLOBAL CUSTODY (Non-US Securities Processing) Global Safekeeping Fee Transaction Fee Countries *(in basis points)1 (U.S. Dollars)2 Argentina 17.00 55 Australia 1.50 25 Austria 3.00 40 Bahrain 50.00 140 Bangladesh 50.00 145 Belgium 2.50 35 Bermuda 17.00 70 Botswana 50.00 140 Brazil 12.00 30 Bulgaria 30.00 85 Canada 1.00 10 Chile 20.00 80 China “A” Shares 15.00 80 China “B” Shares 15.00 60 Colombia 50.00 95 Costa Rica 14.00 65 Croatia 25.00 70 Cyprus 15.00 35 Czech Republic 18.00 50 Denmark 2.00 35 Ecuador 30.00 55 Egypt 30.00 85 Estonia 10.00 60 Euromarket/Euroclear3 1.00 10 Euromarket/Clearstream 1.00 10 Finland 3.50 35 France 2.00 30 Germany 1.50 25 Ghana 50.00 140 Greece 9.00 40 Hong Kong 3.00 45 Hungary 20.00 55 Iceland 11.00 35 India 13.00 105 Indonesia 11.00 80 Ireland (Equities) 3.00 33 Ireland (Gov’t Bonds) 1.00 13 Israel 20.00 40 Italy 1.50 35 Ivory Coast 50.00 140 Jamaica 50.00 60 Japan 1.75 20 Jordan 50.00 140 Kazakhstan 53.00 140 Kenya 48.00 140 Latvia 50.00 45 Lebanon 50.00 140 Lithuania 20.00 43 Luxembourg 10.00 80 Malaysia 4.50 45 Malta 20.00 63 Mauritius 25.00 100 Mexico 6.50 30 Morocco 50.00 95 Namibia 50.00 60 Netherlands 2.00 25 New Zealand 2.00 35 Nigeria 50.00 60 Norway 2.50 35 Oman 50.00 140 Pakistan 50.00 140 Peru 50.00 83 Philippines 6.00 60 Poland 15.00 63 Portugal 5.00 50 Qatar 50.00 140 Romania 30.00 80 Russia Equities 40.00 95 Singapore 3.50 45 Slovak Republic 23.00 95 Slovenia 50.00 60 South Africa 2.50 30 South Korea 6.50 45 Spain 2.50 40 Sri Lanka 13.00 70 Swaziland 50.00 60 Sweden 2.00 30 Switzerland 2.00 35 Taiwan 10.00 60 Thailand 5.00 50 Trinidad & Tobago 50.00 53 Tunisia 50.00 53 Turkey 12.50 60 Ukraine 75.00 250 United Kingdom 0.50 10 Uruguay 75.00 83 Venezuela 50.00 140 Zambia 50.00 140 Zimbabwe 50.00 140 Not In Bank/Not in Custody Assets USA4………………………$500 per line per annum $70 per non-USD currency movement Brazil - 15 basis points for annual administrative charges Colombia - USD $600 per month minimum administration charge Ecuador - USD $800 monthly minimum per relationship Egypt - USD $400 monthly minimum per relationship Local taxes, stamp duties or other assessments, including stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual expenses, which are unique to a country in which the Funds are investing This Amendment (the “Amendment”) dated as of November 8, 2007 between The Bank of New York (“Custodian”) and the Funds listed on Schedule II to the Custody Agreement, as amended by Exhibit A attached hereto (each a “Fund”).
