Common use of Servicing Compensation Clause in Contracts

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.

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 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its 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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 '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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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), and servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the its 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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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), and servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

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 Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(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 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 charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest and Buydown Funds in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s responsibilities and obligations under this Agreement; provided. In the event that Liquidation Proceeds, however, that Insurance Proceeds and proceeds from any REO Disposition (net of amounts reimbursable therefrom pursuant to Section 3.11(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the Servicer may pay from unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate, the Master Servicer shall be entitled to retain therefrom and to pay to itself any Foreclosure Profits and any Servicing Fee any amounts due considered 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)accrued but unpaid. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, 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 Master 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master 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 similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such amounts, fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(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 3.243.06. The Master 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 3.143.08, Section 3.09 and Section 3.10, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Each Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by such Servicer. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29 or Section 6.04, 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 '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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each Servicer shall be entitled to recover unpaid Servicing Fees out of related 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 Collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 6.06 or in connection with the transfer of all of the a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment Premiums) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.09(b)(vi) and 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 . (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s '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 similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such amounts, fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(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 3.243.06. The Master 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 3.143.08, Section 3.09 and Section 3.10, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

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 or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) 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 herein3.26, 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 '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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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, Custodial 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) 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). . (b) 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. In addition, pursuant to Section 3.10(a)(ii) and Section 3.11(a)(iv), the Servicer, with respect to each Mortgage Loan, shall be entitled to any Prepayment Interest Excess. 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 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by under Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. therein on its behalf. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. therein on its behalf. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 3.243.12. The Master 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 Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(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 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 Master 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 charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds Collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 10.07 or in connection with the transfer of all of the Servicer’s '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 3.09(b)(vi) and 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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the its 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 3.243.22. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.21. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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)extent permitted herein. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees Ancillary Income (other than Prepayment PremiumsCharges) 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)(iv3.09(a)(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b3.21(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 3.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.243.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. 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.

Servicing Compensation. As compensation for the its 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, Liquidation Proceeds, Subsequent Recoveries or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 charges or ancillary fees income (other than Prepayment PremiumsCharges) 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, 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 also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. 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), and servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Master Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan. 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 Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 '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, ancillary income and late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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, 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 servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution Account, pursuant to Section 3.25 to be paid by the Trust Administrator from the Expense Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by under Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein, subject to Section 3.12 and Section 3.24. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.06, 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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 Sections 3.09(b)(vi) and 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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and Subservicer to the extent provided herein in Section 6.03, not retained by such Subservicer and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29 or Section 6.04, 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 '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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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 also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each Servicer shall be entitled to recover unpaid Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds Collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 10.07 or in connection with the transfer of all of the applicable Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment Premiums) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.09(b)(vi) and Section 3.11(a)(iv) to withdraw from the related 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 . (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; providedPROVIDED, howeverHOWEVER, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, 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 Master 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. HomEq shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), subject but only to Section 3.12 and Section 3.24. The the extent such amounts are received by HomEq. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 6.06 or in connection with the transfer of all of the Servicer’s '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s '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 similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(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 3.243.06. The Master 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 3.143.08, Section 3.09 and Section 3.10, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related 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 . HomEq shall also be entitled to Section 3.12 and Section 3.24. The retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls) but only to the extent such amounts are received by HomEq. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities performance of its obligations under this Agreement and subject to the Servicer hereunderterms of this Section, the Servicer shall be entitled to receive on each Distribution Date the Servicing Fee in respect of each Contract that was Outstanding at the beginning of the Collection Period ending immediately prior to such Distribution Date; provided, however, that with respect to each Mortgage Loan payable solely from payments of interest the first Distribution Date the Servicer will be entitled to receive the Servicing Fee in respect of such Mortgage Loaneach Outstanding Initial Contract as of the Initial Cut-Off Date; provided further, subject that the Servicer shall not be entitled to that portion of the Servicing Fee, if any, then due and owing to the Backup Servicer, as described in clause (ii) of the definition of "Servicing Fee" in Section 3.241.01. In additionAs servicing compensation in addition to the Servicing Fee, the Servicer shall be entitled (i) to recover unpaid Servicing Fees out retain all late payment charges, extension fees and similar items paid in respect of, under the circumstances and in the manner set forth in the Contracts, (ii) to receive, in respect of Late Collectionseach Rule of 78's Contract that is prepaid in full prior to its Maturity Date, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds the amount by which the outstanding principal balance of such Contract (determined in accordance with the Rule of 78's Method) exceeds the Principal Balance of such Contract at the time of such prepayment and as otherwise permitted by Section 3.11(a(iii) and out of amounts derived from the operation and sale of an REO Property to receive all investment earnings on funds credited to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 Collection Account 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 AgreementPayahead Account; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due agrees that each amount payable to a related Sub-Servicer it pursuant to a Sub-Servicing Agreement entered into under clause (ii) of this 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 deposited in the Servicer Spread Account and applied in accordance with the terms of this Insurance 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 of such expenses except as specifically to the extent provided hereinin Section 3.03.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(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 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 Master Servicer’s '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 charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under the Primary Insurance Policies, if any, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 either a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related 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 . (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 '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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

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 Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(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 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 '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 charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

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 Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.24. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) shall be retained by the Servicer (subject to Section 3.243.25) 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(b3.24(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 3.243.25. 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 each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; providedPROVIDED, howeverHOWEVER, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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, Account and pursuant to Section 3.23(b) to withdraw from any REO the Distribution Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest and Buydown Funds in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided. In the event that Liquidation Proceeds, however, that Insurance Proceeds and proceeds from any REO Disposition (net of amounts reimbursable therefrom pursuant to Section 3.11(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the Servicer may pay from unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate, the Master Servicer shall be entitled to retain therefrom and to pay to itself any Foreclosure Profits and any Servicing Fee any amounts due considered 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)accrued but unpaid. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trustee from the Distribution 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.06, 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 Sections 3.09(b)(vi) and 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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and Subservicer to the extent provided herein in Section 6.03, not retained by such Subservicer and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee and Buydown Funds 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(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 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 Master 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 charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. The Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. The Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled as additional servicing compensation, subject to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 3.12. HomEq and Section 3.24. The JPMorgan shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by such Servicer. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. HomEq shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), subject but only to Section 3.12 and Section 3.24. The the extent such amounts are received by HomEq. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) 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). . (b) 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. In addition, pursuant to Section 3.10(a)(ii) and Section 3.11(a)(iv), the Servicer shall be entitled to the interest payments with Principal Prepayments in full received during the first day through the fifteenth day of a calendar month in a Prepayment Period representing interest accruals for the portion of the Prepayment Period from such first day to such fifteenth day. 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 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 3.243.12. The Master 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 Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled as additional servicing compensation, subject to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Each Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by such Servicer. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.06, 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 applicable Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment Premiums) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section Sections 3.09(b)(vi) and 3.11(a)(iv) to withdraw from the related 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 . (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

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 or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) 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 herein3.26, 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

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 or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) 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 herein3.26, 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 '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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution 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 Master 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 each Sub- Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.06, 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 Sections 3.09(b)(vi) and 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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.11(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trustee from the Distribution 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds Collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 10.07 or 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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of Prepayment Interest Excess, proceeds described in Section 3.17(g), assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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. (c) Except as otherwise provided in this Agreement, subject to Section 3.12 and Section 3.24. The the Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by under Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on deposits therein, subject therein on its behalf. The Servicer shall also be entitled to Section 3.12 and Section 3.24. retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls) but only to the extent such amounts are received by the Servicer. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein, subject to Section 3.12 and Section 3.24. The . (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

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 3.244.22. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a4.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.234.21. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 9.07, 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 '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 Subservicer 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)4.02. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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)(iv4.11(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b4.21(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 4.12 and Section 3.244.21. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance amounts required by Section 3.14, to the extent such premiums are not be paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment Servicer under the second paragraph 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, 4.14) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 4.11(viii).

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 Subsequent Recoveries 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 3.233.11(a)(iii). Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 feescharges, reconveyance fees and other ancillary fees (other than Prepayment Premiums) income or otherwise 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, Certificate Account and pursuant to Section 3.23(b3.25(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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. In addition, the Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Certificate Account pursuant to Section 3.11(a)(x).

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 6.06 or in connection with the transfer of all of the Servicer’s '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the The Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage the Whole Loan payable solely monthly from payments of interest the Collection Account or otherwise in respect of such Mortgage Loan, accordance with and subject to Section 3.243.4(c). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the extent actually received from the Loan Borrowers and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands, loan service transaction and processing fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out retain as additional servicing compensation release fees and any income earned (net 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 losses to the extent permitted provided in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrowers). If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.233.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). Except If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Work-out Fee from the Loan Borrowers pursuant to Section 9.17(f) of the Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as expressly provided in Sections 6.04 opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan Borrowers. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. In addition, no Liquidation Fee or Work-out Fee shall be payable to the Special Servicer if any Mezzanine Lender purchases the Whole Loan pursuant to the Intercreditor Agreement (so long as such purchase option occurs within 90 days after the first notice of the applicable event giving rise to such Mezzanine Lender’s purchase option is delivered to such Mezzanine Lender). If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and 7.02 hereinbefore or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any Liquidated Property or the liquidation of the Whole Loan or the Notes (whether through judicial foreclosure, sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds. The Special Servicing Fee may and any Liquidation Fee payable from Liquidation Proceeds (and not the Loan Borrowers) shall be transferred payable from funds on deposit in whole the Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing Loan Event shall also be entitled to retain as additional servicing compensation any late payment fees (to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees, loan service transaction fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in part except in connection with the transfer performance of all its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Borrowers (to the extent the Loan Borrowers are required to do so under the Loan Agreement); (ii) failure of the Loan Borrowers to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G- 1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee right to receive all or 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 (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be subject made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to termination a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. KeyBank National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to any QIB or Institutional Accredited Investor (other than a Benefit Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the terms Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit Z-1 hereto, and (iii) the prospective transferee shall have delivered to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit Z-2 hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. KeyBank National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this Agreement)paragraph. Additional servicing By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of KeyBank National Association as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer, the Certificate Administrator or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of assumption or modification commissions, brokerage fees, late payment charges, insufficient funds fees, reconveyance fees rebates and other ancillary fees (other than Prepayment Premiums) shall be retained by the Servicer (subject to Section 3.24) only to the extent such appraisal 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 result of any Subother fee-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.sharing

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of related 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 Collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 6.06 or in connection with the transfer of all of the Servicer’s '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 3.09(b)(vi) and 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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 herein3.26, 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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 charges or otherwise (other than Prepayment Premiums) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.11(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trustee from the Distribution Account, pursuant to Section 3.25 to be paid by the Trustee from the Expense 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Master Servicer to instruct the Securities Administrator to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Securities Administrator Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Each Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by such Servicer. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Master Servicer to instruct the Securities Administrator to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Master Servicer Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Each Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by such Servicer. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Securities Administrator to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Securities Administrator Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Each Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by such Servicer. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

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 Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(iii) 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 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 '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 charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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)(iv3.11(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 each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by under Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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, Account and pursuant to Section 3.23(b) to withdraw from any REO the Distribution Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan and REO Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable solely monthly, on a loan-by-loan basis, from payments of interest in respect of such on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan, subject to and as otherwise provided by Section 3.243.05(a). In addition, the The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of Late Collectionsthat portion of related payments, Insurance and Condemnation Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from REO Revenues (in the operation and sale case of an REO Property Loan) allocable as recoveries of interest, to the extent permitted by Section 3.233.05(a). Except as expressly provided set forth in Sections the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and 7.02 hereinSection 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (provided that with respect to such transactions, the consent of the Special Servicer is either (i) not required to take such action or (ii) required, but the assumption request is either withdrawn or rejected prior to the Master Servicer sending the assumption request and supporting materials to the Special Servicer for approval, and, in the event that the Special Servicer’s consent is required and the assumption request and supporting materials are received by the Special Servicer from the Master Servicer, then the Master Servicer will be entitled to 50% of such fees) and all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees on Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans, to the extent that such fees are paid by the Mortgagor and for which the Special Servicer’s consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a) or Section 3.04(b), as applicable. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special 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). c) Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Mortgage Loans, (ii) 100% of all assumption or modification fees, late payment charges, insufficient funds fees, reconveyance application fees and other ancillary assumption fees received on any Specially Serviced Mortgage Loans and (other than Prepayment Premiumsiii) 50% of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.20 and 50% of all earnout fees received with respect to all Non-Specially Serviced Mortgage Loans and, in all cases, for which the Special Servicer’s consent or approval is required, shall be retained promptly paid to the Special Servicer by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received paid by the ServicerMortgagor and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). The Subject to Section 3.11(d), the Special 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, compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits thereinrelating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fees Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Mortgage Loan that would result in the total Workout Fees payable to the Special Servicer in respect of that Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on the related Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fees Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor Special Servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Subject to Section 3.12 and Section 3.243.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for the insurance required any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.143.07), if and to the extent such premiums expenses 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 expressly payable directly out of the TrusteeCertificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as specifically expressly provided hereinin this Agreement. (d) In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof with respect to such Mortgage Loan and (iii) the Trust Fund for costs of all additional Trust Fund expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan; Penalty Charges remaining thereafter shall be distributed to the Master Servicer, if and to the extent collected while such Mortgage Loan was a Non-Specially Serviced Mortgage Loan and to the Special Servicer if and to the extent collected on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan.

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 3.243.25. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.24. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, Account and pursuant to Section 3.23(b3.24(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 3.243.25. 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The HomEq shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by HomEq. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided. As compensation for its services, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Special Sub-Servicer will be paid the Special Servicing Fee 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 Agreement4.01(a)(4)(viii). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(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 3.243.06. The Master 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 3.143.08, Section 3.09 and Section 3.10, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.06, 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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 and servicing compensation of each 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 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

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 Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 herein3.26, 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

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 or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) 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 herein3.26, 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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, Custodial 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.06, 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 Sections 3.09(b)(vi) and 3.11(a)(iv) to withdraw from the Escrow Account and the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Accountrespectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the The Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage the Trust Loan and the Companion Loans payable solely monthly from payments of interest the Collection Account or otherwise in respect of such Mortgage Loan, accordance with and subject to Section 3.243.4(c). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the extent actually received from the Loan Borrower and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, consent fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this Section 3.17), loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out retain as additional servicing compensation any income earned (net 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 losses 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 ) on 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 investment 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 funds deposited in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees Collection Account and other ancillary fees any Reserve Account (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 not payable to the ServicerLoan Borrower). The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from If a Special Servicing Loan Event occurs and is continuing, 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 Special Servicer shall be required entitled to pay receive a Special Servicing Fee with respect to the Trust Loan and the Companion Loans for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in connection with performing its servicing activities duties hereunder other than: (including premiums for i) the insurance cost of any fidelity bond or errors and omissions policy required by Section 3.14, 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the extent Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such premiums are not paid Special Servicing Loan Event by a written agreement with the Loan Borrower negotiated by the related Mortgagors or by a related Sub-Special Servicer, it being understood however, that payment of such premiums by the Special 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 receive the Workout Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the Loan Borrower pursuant to Section 9.16 of the Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as specifically provided herein.opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan

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 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, any interest or and other income or gain earned or otherwise realized on deposits therein, subject to Section 3.12 and Section 3.243.12. 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 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

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 (i) out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise condemnation proceeds to the extent permitted by Section 3.11(a3.11(a)(3), (ii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.23 and (iii) pursuant to Section 3.11(a)(6). Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.04, 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 . As part of its servicing compensation, the Servicer may assign a portion of its Servicing Fee shall also be entitled 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)Prepayment Interest Excess. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees ancillary income or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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)(iv3.11(a)(4) to withdraw from the Collection Account, 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 servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) 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 Sections 3.11 and 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). . (b) 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. In addition, pursuant to Section 3.10(a)(ii) and Section 3.11(a)(iv), the Servicer shall be entitled to the interest payments with Principal Prepayments in full received during the first day through the fifteenth day of a calendar month in a Prepayment Period representing interest accruals for the portion of the Prepayment Period from such first day to such fifteenth day. 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 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master 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, ancillary income and late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(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 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 Master Servicer’s '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 prepayment charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for its ---------------------- servicing activities hereunder and reimbursement for its expenses as set forth in the activities of the Servicer hereunderimmediately following paragraph, the Servicer shall be entitled to receive a servicing fee prior to the termination of the Trust pursuant to Section 12. 1. The Servicing Fee shall be payable, with respect to each Mortgage Loan payable solely from payments of interest Series, at the times and in respect of such Mortgage Loan, subject to Section 3.24the amounts set forth in the related Supplement. In addition, the Servicer The Servicing Fee shall be entitled to recover unpaid allocated between the Investor Certificates (the "Investor Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(aFee") 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 Holder of the Transferor Certificate (the ----------------------- "Transferor Servicing Fee"). ------------------------- The Servicer’s responsibilities and obligations under this Agreement; provided, however, that 's expenses include the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer the Trustee pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that 11.5 and the Servicer may assign a portion reasonable fees and disbursements of its Servicing Fee to an affiliate of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, however that the ownership by such affiliate Servicer -------- ------- shall not be liable for any liabilities, costs or expenses of the servicing rights attributable to Trust, the Mortgage Loans 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 (provided that or 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 penalties with respect thereto or arising from a failure to Section 3.12 and Section 3.24comply therewith). The Servicer shall be required to pay all such expenses incurred by it in connection with for 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, own account and shall not be entitled to reimbursement any payment therefor except as specifically provided other than the servicing fee specified herein.

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, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 hereinSection 3.29, 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 's responsibilities and obligations under this Agreement; providedPROVIDED, howeverHOWEVER, 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 feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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, 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 and servicing compensation of each 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 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan and REO Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable solely monthly, on a loan-by-loan basis, from payments of interest in respect of such on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan, subject to and as otherwise provided by Section 3.243.05(a). In addition, the The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of Late Collectionsthat portion of related payments, Insurance and Condemnation Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from REO Revenues (in the operation and sale case of an REO Property Loan) allocable as recoveries of interest, to the extent permitted by Section 3.233.05(a). Except as expressly provided set forth in Sections the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and 7.02 hereinSection 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). From the Servicing Fee actually received by the Master Servicer related to the Mortgage Loan referred to on Exhibit B hereto as “Ukiah Crossroads” or any successor REO Loan, on each Master Servicer Remittance Date, the Master Servicer shall remit the accrued but unpaid Ukiah Crossroads Retained Fee Amount to Gxxxxx Xxxxxx Mortgage Banking Inc. or its designee by wire transfer of immediately available funds to an account specified by the intended recipient or by such other method as such recipient and the Master Servicer shall mutually and reasonably agree. The “Ukiah Crossroads Retained Fee Amount” shall be, for each Master Servicer Remittance Date, an amount accrued from time to time at 0.05% per annum and shall be computed on the basis of the Stated Principal Balance of the Ukiah Crossroads Mortgage Loan or any successor REO Loan and in the same manner as interest is calculated on such Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (whether or not the consent of the Special Servicer is required) and all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans for which the Special Servicer’s consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a) or Section 3.04(b), as applicable. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special 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). c) Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Mortgage Loans, (ii) 100% of all assumption or modification fees, late payment charges, insufficient funds fees, reconveyance application fees and other ancillary assumption fees received on any Specially Serviced Mortgage Loans and (other than Prepayment Premiumsiii) 50% of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.20 and 50% of all earnout fees received with respect to all Non-Specially Serviced Mortgage Loans and, in all cases, for which the Special Servicer’s consent or approval is required, shall be retained promptly paid to the Special Servicer by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received paid by the ServicerMortgagor and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). The Subject to Section 3.11(d), the Special 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, compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits thereinrelating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Mortgage Loan that would result in the total Workout Fees payable to the Special Servicer in respect of that Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on the related Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Subject to Section 3.12 and Section 3.243.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for the insurance required any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.143.07), if and to the extent such premiums expenses 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 expressly payable directly out of the TrusteeCertificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as specifically expressly provided hereinin this Agreement. (d) In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof with respect to such Mortgage Loan and (iii) the Trust Fund for costs of all additional Trust Fund expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan; Penalty Charges remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan was a Non-Specially Serviced Mortgage Loan and to the Special Servicer if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the each Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the each 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 a Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the each Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the a Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the such Servicer. The Each Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the related Collection Account, and pursuant to Section 3.23(b) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the applicable Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. Each Servicer shall also be entitled, subject as additional servicing compensation, to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 3.12. HomEq and Section 3.24. The JPMorgan shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by such Servicer. (c) Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of the Trusteeindependent accountants and any agents appointed by such Servicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds Collections and as otherwise permitted by in Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 12.07 or in connection with the transfer of all of the Servicer’s '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 3.09(b)(vi) and 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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24. amounts retained by any Subservicer) 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. The Servicer shall also be entitled as additional servicing compensation, subject to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(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 hereinwith respect to the Special Servicer, 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided. As compensation for its services, however, that the Special 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 will be paid the Servicing Fee shall be subject with respect to termination of the Servicer in accordance with the terms of this Agreement)each Specially Serviced Mortgage Loan. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under the Primary Insurance Policies, if any, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein, subject to Section 3.12 and Section 3.24. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest and Buydown Funds in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) 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 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided. In the event that Liquidation Proceeds, however, that Insurance Proceeds and proceeds from any REO Disposition (net of amounts reimbursable therefrom pursuant to Section 3.11(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the Servicer may pay from unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate, the Master Servicer shall be entitled to retain therefrom and to pay to itself any Foreclosure Profits and any Servicing Fee any amounts due considered 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)accrued but unpaid. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including Lender-Funded PMI Premiums, if any, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect that it services (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees Fee out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds related late collections and as otherwise permitted by under Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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. In addition, subject the Servicer shall be entitled to Section 3.12 and Section 3.24. retain Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of related 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 Collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 10.07 or in connection with the transfer of all of the Servicer’s '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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (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 3.09(b)(vi) and 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. . (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor except as specifically provided hereinin Section 3.11.

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 or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) 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 herein3.26, 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 Master Servicer’s responsibilities and obligations under this Servicing Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee servicing fees and other compensation to it hereunder 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 charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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, 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 each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Indenture Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Servicer shall shall, with respect to each Mortgage Loan serviced by it, be entitled to retain from deposits to its Collection Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Subservicer). 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 related late collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Subservicer pursuant to a Sub-Servicing Subservicing 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). b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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) 3.07(e), to direct the Trustee to withdraw from any REO Accountthe Distribution Account and remit to the Servicer (except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on the related portions of deposits therein. The Servicer shall also be entitled as additional servicing compensation, subject to interest or other income earned on deposits in the related Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12 and Section 3.243.12. The Servicer shall also be entitled to retain net Prepayment Interest Excesses (to the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the insurance required by any blanket policy insuring against hazard losses pursuant to 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)3.13, servicing compensation of any Sub-Servicer and the Subservicer to the extent provided herein in Section 6.03, not retained by it and the indemnification fees and expenses of independent accountants and any agents appointed by the TrusteeServicer), and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided hereinin Section 3.11.