Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Xxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Xxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Xxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Xxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the such Monthly Payments Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Xxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Xxxxx Fargo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Xxxxx Fargo Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid toLiquidation Proceeds or other amounts on deposit in the Custodial Account, to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation and sale of an REO Property to the extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, provided that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, provided that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be entitled to the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Servicing Fee shall be payable monthly as set forth below. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Servicing Fee is limited to (to, and the Retained Interest may only be retained Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds Proceeds) of such Monthly Payment collected by the Servicer. In addition, on a monthly basis, the Servicer shall submit an invoice to the extent permitted by Section 3.04 Seller with respect to the Servicing Fee and the additional fees set forth on Schedule III hereto (the “Additional Fees”), and shall include a description of this Agreementthe fees invoiced along with reasonable backup documentation where applicable; provided, that, fifty percent (50%) of the Monthly Payments any late charges collected by the Servicer with respect in the previous month shall be deducted from each such monthly invoice. Such invoices shall be subject to those Mortgage Loans for which payment is in fact made reasonable approval by an authorized officer of the entire amount Seller, who shall promptly notify the Servicer of the Monthly Paymentany disapproved or questioned matters. The Servicing Fee Seller shall pay each invoice within thirty (30) days of receipt. Notwithstanding the foregoing, the Servicer shall be payable monthly. The Servicing Fees shall be payable only at entitled on a monthly basis to compensation equal to the time greater of and with respect to those Mortgage Loans for which payment is in fact made of (a) the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate sum of the Servicing Fee and Additional Fees payable to the Servicer for any such month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained byand (b) $5,000.00; provided, or paid tothat, if (b) is greater than (a), the Servicer as a part of shall include such difference in the Servicing Feerelated invoice submitted to the Seller for such month. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be entitled to the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. To the extent not retained or withdrawn from the Custodial Account by Servicer pursuant to Sections 3.03 and (ii) 3.04 hereof, such Servicing Fee shall be payable monthly as set forth below. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Servicing Fee is limited to (to, and the Retained Interest may only be retained Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds Proceeds) of such Monthly Payment collected by the Servicer. In addition, on a monthly basis, the Servicer shall submit an invoice to the extent permitted by Section 3.04 Seller with respect to the Servicing Fee and the additional fees set forth on Schedule III hereto (the “Additional Fees”), and shall include a description of this Agreementthe fees invoiced along with reasonable backup documentation where applicable; provided, that, fifty percent (50%) of the Monthly Payments any late charges collected by the Servicer with respect in the previous month shall be deducted from each such monthly invoice. Such invoices shall be subject to those Mortgage Loans for which payment is in fact made reasonable approval by an authorized officer of the entire amount Seller, who shall promptly notify the Servicer of the Monthly Paymentany disapproved or questioned matters. The Servicing Fee Seller shall pay each invoice (net of amounts retained or withdrawn from the Custodial Account by Servicer pursuant to Section 3.03 or 3.04) within thirty (30) days of receipt. Notwithstanding the foregoing, the Servicer shall be payable monthly. The Servicing Fees shall be payable only at entitled on a monthly basis to compensation equal to the time greater of and with respect to those Mortgage Loans for which payment is in fact made of (a) the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate sum of the Servicing Fee and Additional Fees payable to the Servicer for any such month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained byand (b) $5,000.00; provided, or paid tothat, if (b) is greater than (a), the Servicer as a part of shall include such difference in the Servicing Feerelated invoice submitted to the Seller for such month. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant GMAC Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such GMAC Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest GMAC Servicing Fee is limited to (to, and the Retained Interest may only be retained GMAC Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the such Monthly Payments Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the GMAC Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate GMAC Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid GMAC Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation and sale of an REO Property to the extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be paid in the aggregate the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Fee shall be payable monthly and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then retained by the Servicer, or as otherwise provided in Section 4.02(e)(2). The obligation of the Retained Interest HolderIssuer to pay the Servicing Fee is limited to, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest Servicing Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments such Scheduled Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment Servicer, or as otherwise provided in Section 3.044.02(e)(2). The obligation Additional servicing compensation in the form of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount Ancillary Income shall be retained by, or paid to, by the Servicer as a part of and is not required to be deposited in the Servicing FeeCustodial Account. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Fee payable to or retained by the Servicer with respect to any Collection Period shall be reduced by the aggregate Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Master Servicer on the related Servicer Remittance Date. The Servicer shall be obligated to remit to the Master Servicer on each Servicer Remittance Date the aggregate Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Fee the Servicer is entitled to receive for such Collection Period.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Wxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Wxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Wxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Wxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the such Monthly Payments Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Wxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Wxxxx Fargo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Wxxxx Fargo Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid toLiquidation Proceeds or other amounts on deposit in the Custodial Account, to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation and sale of an REO Property to the extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Xxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Xxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Xxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Xxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the such Monthly Payments Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Xxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Xxxxx Fargo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Xxxxx Fargo Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid to, Liquidation Proceeds or other amounts on deposit in the Servicer as a part Custodial Account to the extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation and sale of an REO Property to the extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee Trustee, the Securities Administrator and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (ia) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (iib) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer and the Subservicer shall retain (i) be paid in the aggregate the relevant Servicing Administration Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Administration Fee shall be payable monthly and (ii) Ancillary Income. In addition, if at any time retained by the Servicer is or the Retained Interest Holder with respect to any Mortgage Loans, then the ServicerSubservicer, as applicable. Additional servicing compensation in the Retained Interest Holderform of Ancillary Income shall be retained by the Subservicer only and is not required to be deposited in the Custodial Account. The obligation of the Issuer to pay the Servicing Administration Fee is limited to, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest Servicing Administration Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments such Scheduled Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment Servicer, or as otherwise provided in Section 3.044.02(e)(2). The obligation Each of the Trust Fund (if any) to pay Servicer and the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer Subservicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Administration Fee payable to or retained by the Servicer or the Subservicer, as applicable, with respect to any Due Period shall be reduced by the Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Trust Administrator on the related Servicer Remittance Date. The Servicer and the Subservicer shall be obligated to remit to the Trust Administrator on each Servicer Remittance Date the Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Administration Fee the Servicer and the Subservicer are entitled to receive for such Due Period.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and month, (ii) Ancillary IncomeIncome and (iii) any Prepayment Interest Excess Amount. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, provided that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund Trustee (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Indenture Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Issuer to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Participation Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Participation Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Participation Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Participation Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Participation Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Participation Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Seller and the Participants to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the a Participation Mortgage Loans Loan shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Welxx Xxrgo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Welxx Xxrgo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Welxx Xxrgo Servicing Fee is limited to (to, and the Retained Interest may only be retained Welxx Xxrgo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the such Monthly Payments Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Welxx Xxrgo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Welxx Xxrgo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Welxx Xxrgo Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid toLiquidation Proceeds or other amounts on deposit in the Custodial Account, to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation and sale of an REO Property to the extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Revolving Credit Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Revolving Credit Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Revolving Credit Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Revolving Credit Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Revolving Credit Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Revolving Credit Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Revolving Credit Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Assistance Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Assistance Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Assistance Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Assistance Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Assistance Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Assistance Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Assistance Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Wxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Wxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Wxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Wxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the such Monthly Payments Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Wxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Wxxxx Fargo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Wxxxx Fargo Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation and sale of an REO Property to the extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for (subject to the third paragraph of this Section 3.11(a)) with respect to each Mortgage Loan remaining subject and REO Loan (including Specially Serviced Mortgage Loans). As to this Agreement during 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 and a 360 day year consisting of twelve 30-day months and, in connection with any partial month and (ii) Ancillary Incomeinterest 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. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation of Notwithstanding the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate foregoing, upon receipt of the Servicing Fees payable to the Servicer for any month Fee with respect to the Newport Mortgage Loan, the Servicer shall pay the Newport Excess Strip Amount for the related Interest Accrual Period to Allied Capital Corporation (or its successors and assigns) by wire transfer of immediately available funds. The Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part except as set forth in the third paragraph of this Section 3.11(a). The Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account or the Newport Collection Account pursuant to Section 3.04(a), additional servicing compensation in the form of 100% of all application fees for assumptions, extensions and modifications and 50% of all extension fees, assumption fees and modification fees on the Mortgage Loans that are not Specially Serviced Mortgage Loans, to the extent that such fees are paid by the Mortgagor on Mortgage Loans that are not Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid. In addition, the Servicer shall be reduced entitled to retain as additional servicing compensation any charges for processing borrower 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 any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Newport Collection Account pursuant to Section 3.04(a). The Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges received on the Mortgage Loans and accrued during such time as such Mortgage Loan was not a Specially Serviced Mortgage Loan, but only to the extent actually paid by the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and all unpaid Advances (including interest on related Advances) and additional Trust Fund expenses payable with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, Mortgage Loan have been paid; (ii) interest or paid to, other income earned on deposits relating to the Servicer as a part Trust Fund in the Certificate Account and Newport Collection Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such accounts for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date); and (iii) interest or other income earned on deposits in the Servicing FeeAccount which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor. The 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 or the Newport Collection Account, and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, Midland may at its option assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of the 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 Servicer (which successor may include the Trustee) 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 Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest (i.e., Midland or any such third party) at such time and to the extent the Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland 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 and a 360 day year consisting of 30-day months 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, to the extent permitted by 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. Additional servicing compensation in the form of all application fees and all assumption, extension and modification fees received on any Mortgage Loan (including Specially Serviced Mortgage Loans), to the extent not required to be paid to the Servicer pursuant to Section 3.11(a) but only to the extent actually collected from the related Mortgagor and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including those payable to the Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid to the Special Servicer by the Servicer and shall not be required to be deposited in the Certificate Account or the Newport Collection Account pursuant to Section 3.04(a). 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 Mortgage Loan for so long as it remains a Corrected Mortgage Loan. 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 Mortgage Loan again becomes a Specially Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) for any reason 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 Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated for any reason, 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. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan as to which the Special Servicer receives any Liquidation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with the repurchase of any Mortgage Loan by a Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation, the purchase of any Specially Serviced Mortgage Loan by the Controlling Class Option Holder or Special Servicer pursuant to Section 3.18(a) or the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust Fund pursuant to Section 9.01. If, however, Liquidation 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 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. If the Special Servicer resigns or is terminated (other than for cause), it will receive a portion of any Liquidation Fee that becomes payable with respect to a Specially Serviced Mortgage Loan or related REO Property that was being administered by the Special Servicer at the time of such resignation or termination. The terminated Special Servicer and the successor Special Servicer will apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee; provided that if there is a dispute with respect to who is entitled to such Liquidation Fee, the decision of the successor Special Servicer shall govern. The Special Servicer will also be entitled to additional fees in the form of Penalty Charges on Specially Serviced Mortgage Loans which accrued during such time as such Mortgage Loan was a Specially Serviced Mortgage Loan, but only to the extent actually collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) and all unpaid Advances and additional Trust Fund expenses payable with respect to the related Mortgage Loan have been paid. 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, 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 any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Certificate Account, Newport Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (c) In determining the compensation of the 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 Servicer or the Trustee for interest on Advances on such Mortgage Loan due on such Distribution Date and any incurred but not reimbursed additional trust fund expenses and any additional Trust Fund expenses paid out of general collections in the Certificate Account or Newport Collection Account (other than Advances) with respect to such Mortgage Loan and (ii) the Trust Fund for all interest on Advances previously paid to the Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof and any incurred but not reimbursed additional Trust Fund expenses and any additional trust fund expenses paid out of general collections in the Certificate Account or Newport Collection Account (other than Advances) with respect to such Mortgage Loan and any Penalty Charges remaining thereafter shall be distributed pro rata to the Servicer and the Special Servicer based upon the amount of Penalty Charges the Servicer or the Special Servicer would otherwise have been entitled to receive during such period without any such application. To the extent the Servicer (as to any Mortgage Loan that is not a Specially Serviced Mortgage Loan) without the consent of the Directing Certificateholder and the Special Servicer (as to any Specially Serviced Mortgage Loan) without the consent of the Directing Certificateholder waives any related Penalty Charges, any outstanding interest on Advances or additional Trust Fund expenses that would otherwise have been paid out of such Penalty Charges shall be paid out of any compensation (other than the Servicing Fee) that would have otherwise been payable to the Servicer or Special Servicer (including Net Investment Earnings with respect to such Mortgage Loan or such Specially Serviced Mortgage Loan) in an amount up to the aggregate Penalty Charges waived with respect to such Mortgage Loan or Specially Serviced Mortgage Loan, as the case may be; and provided, further, that if no such compensation, as applicable, is available to offset the outstanding interest on Advances or additional Trust Fund expenses that would otherwise be offset by the Penalty Charges, then the Servicer or Special Servicer, as the case may be, shall not waive such Penalty Charges.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be paid the relevant Servicing Administration Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Administration Fee shall be payable monthly and retained by the Servicer. Additional servicing compensation in the form of Ancillary Income (iinotwithstanding any provision of Section 4.02(a) Ancillary Income. In addition, if at any time to the contrary) shall be retained by the Servicer only and is not required to be deposited in the Retained Interest Holder with respect Custodial Account. The obligation of the Issuing Entity to any Mortgage Loanspay the Servicing Administration Fee is limited to, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest Servicing Administration Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments such Scheduled Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment Servicer, or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee4.02(e). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Administration Fee payable to or retained by the Servicer, with respect to any Due Period shall be reduced by the Compensating Interest Payment for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Trust Administrator on the related Servicer Remittance Date. As additional consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall be entitled to receive certain income and gains realized from Eligible Investments in the Collection Account, subject to the provisions of Section 5.07(e) of this Agreement.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, provided that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. Aurora Servicing Agreement The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer and the Subservicer shall retain (i) be paid in the aggregate the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Fee shall be payable monthly and (ii) Ancillary Income. In addition, if at any time retained by the Servicer is or the Retained Interest Holder with respect to any Mortgage Loans, then the ServicerSubservicer, as applicable. Additional servicing compensation in the Retained Interest Holderform of Ancillary Income shall be retained by the Subservicer only and is not required to be deposited in the Custodial Account. The obligation of the Issuer to pay the Servicing Fee is limited to, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest Servicing Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments such Scheduled Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment Servicer, or as otherwise provided in Section 3.044.02(e)(2). The obligation Each of the Trust Fund (if any) to pay Servicer and the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer Subservicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Fee payable to or retained by the Servicer or the Subservicer, as applicable, with respect to any Collection Period shall be reduced by the Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Trust Administrator on the related Servicer Remittance Date. The Servicer and the Subservicer shall be obligated to remit to the Trust Administrator on each Servicer Remittance Date the Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Fee the Servicer and the Subservicer are entitled to receive for such Collection Period.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee Trustee, the Securities Administrator and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Revolving Credit Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Revolving Credit Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Revolving Credit Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Revolving Credit Loans; provided, that (i) the Indenture Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Mortgage Revolving Credit Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Revolving Credit Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Revolving Credit Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be paid in the aggregate the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Incomeor part thereof. In addition, if at any time the Servicer is the Retained Interest Holder with respect Such Servicing Fee shall be payable monthly to any Mortgage Loans, then the Servicer. The Servicer will pay the Subservicer pursuant to a separate agreement between such parties. Additional servicing compensation in the form of Ancillary Income shall be retained by the Subservicer only and is not required to be deposited in the Custodial Account. The obligation of the Issuer to pay the Servicing Fee is limited to, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest Servicing Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this AgreementProceeds) of the Monthly Payments such Scheduled Payment collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment Servicer, or as otherwise provided in Section 3.044.02(e)(2). The obligation Each of the Trust Fund (if any) to pay Servicer and the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer Subservicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Fee payable to or retained by the Servicer or the Subservicer, as applicable, with respect to any Due Period shall be reduced by the Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Master Servicer on the related Servicer Remittance Date. The Servicer and the Subservicer shall be obligated to remit to the Master Servicer on each Servicer Remittance Date the Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Fee for such Due Period.