Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. As consideration for servicing the Securitized Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Transferred Mortgage Loans subject to this Agreement, the Special Servicer shall retain (a) the relevant Servicing Fee for each Securitized Transferred Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income shall be retained by the Special Servicer and is not required to be deposited in the Custodial Account. The Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Special Servicer. The aggregate of the Servicing Fees for any month with respect to the Securitized Transferred Mortgage Loans in a Trust shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to for such month. The Special Servicer shall be obligated to pay the aggregate Prepayment Interest Shortfall Amount for any month up to a maximum of the aggregate Servicing Fees for such month. The Special Servicer shall be entitled to recover any unpaid Servicing Fee to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer3.17. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Special Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04(a)(ii). The aggregate of the Servicing Fees for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Trust Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.23. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other similar fees and charges (other than Prepayment Charges) shall be retained by the Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(a)(iv) to withdraw from the Custodial Account and Escrow Collection Account, respectivelyand pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunderhereunder (including premiums for the insurance required by Section 3.14, including any fees due to subthe extent such premiums are not paid by the related Mortgagors or by a Sub-servicersServicer, servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived retain from the operation and sale Custodial Account or withdraw from the Custodial Account the amounts specified in subclause (a) of an REO Property Section 3.09 hereof as payable to the extent permitted by Section 3.12it. Additional servicing compensation in the form of Ancillary Income prepayment penalties, fees or premiums, assumption fees, modification fees, late payment charges or otherwise or any excess interest charges payable by the Mortgagor by virtue of any default or other non-compliance by the Mortgagor with the terms of the Mortgage or any other instrument or document executed in connection therewith or otherwise shall be retained by the Servicer only to the extent such fees or charges are received by not required to be deposited in the Servicer. The Servicer shall also be entitled Custodial Account pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.07 hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunderhereunder (including payment of premiums for Primary Mortgage Insurance Policies, including to the extent such premiums are not required to be paid or have not been paid by the related Mortgagor or the related Sub-Servicer, payment of any fees due premiums for hazard insurance, as required by Section 3.11 hereof and maintenance of the other forms of insurance coverage required by Section 3.11 hereof) the payment of servicing compensation to subany Sub-servicersServicers pursuant to any Sub-Servicing Agreement and the payment of the expenses of the Trustee to the extent provided in Section 9.05, and shall not be entitled to reimbursement thereof therefor except as specifically provided for hereinin Sections 3.09, 3.13 and 5.03 hereof.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04(a)(ii). The aggregate of the Servicing Fees for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only and is not required to be deposited in the Custodial Account. In the event that the Servicer deposits into the Custodial Account any Ancillary Income, the Servicer may withdraw such amount at any time from the Custodial Account, any provision herein to the extent contrary notwithstanding. The Servicing Fee is payable solely from the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such fees or charges are received Monthly Payment collected by the Servicer. The aggregate Servicing Fee for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall also be entitled pursuant to recover any unpaid Servicing Fees out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or from other funds on deposit in the Custodial Account to the extent permitted in Section 3.04 and Section 3.06 to withdraw out of amounts derived from the Custodial Account operations and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject sale of REO Property to the extent permitted by Section 3.11. 3.16 The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. Except as permitted under Section 7.04, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only and is not required to be deposited in the Custodial Account. In the event that the Servicer deposits into the Custodial Account any Ancillary Income, the Servicer may withdraw such amount at any time from the Custodial Account, any provision herein to the extent contrary notwithstanding. The Servicing Fee is payable solely from the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such fees or charges are received Monthly Payment collected by the Servicer. The aggregate Servicing Fee for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall also be entitled pursuant to recover any unpaid Servicing Fees out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or from other funds on deposit in the Custodial Account to the extent permitted in Section 3.04 and Section 3.06 to withdraw out of amounts derived from the Custodial Account operations and Escrow Accountsale of REO Property to the extent permitted by Section 3.16. Any Prepayment Interest Excess Amount shall be retained by, respectivelyor paid to, the Servicer as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.23. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.22. Except as permitted under Section 7.04, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.22(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Prepayment Penalties, assumption fees as provided in Section 5.01, and late payment charges or otherwise shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The obligation of the Seller to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate of the Servicing Fees for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to for such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fee, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or other amounts on deposit in the Custodial Account, to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration In addition to any other fees to which Servicer is entitled hereunder, as compensation for servicing the Securitized Loans subject to this Agreementits services hereunder, the Servicer shall retain (a) be entitled to a Servicing Fee payable with respect to each Mortgage Loan. As to each Mortgage Loan, the Servicing Fee for each Securitized shall (i) be payable monthly from payment of interest on such Mortgage Loan remaining subject prior to this Agreement during any month the deposit of such payments into the Custodial Account, (ii) accrue at the applicable Servicing Fee Rate, and (biii) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate computed on the basis of the Servicing Fees same principal amount and for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in same period respecting which such Trust with respect to such monthinterest payment was computed. The Servicer shall be entitled to recover any accrued but unpaid Servicing Fee out Fees in respect of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property any Mortgage Loan to the extent permitted by Section 3.124.05. Additional servicing Servicer's right to the Servicing Fee shall not be transferred in whole or in part except in connection with the transfer of all Servicer's obligations under this Agreement. Servicing compensation in addition to the Servicing Fee, in the form of Ancillary Income assumption fees as provided in Section 7.01, interest paid on funds deposited in the Escrow Account to the extent permitted by Section 4.06, default interest in excess of the Mortgage Interest Rate and late payment charges, in each case to the extent collected, shall be retained by the Servicer only and shall not be required to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from deposited into the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans during the period from each Closing Date up to but not including the related Transfer Date, the Interim Servicer shall withdraw the Servicing Fee with respect to each Mortgage Loan from the Custodial Account pursuant to Section 2.05 hereof or may retain such amounts from deposits therein. Such Servicing Fee shall be payable monthly on the Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthlypro-rated when servicing is for less than one month. The aggregate obligation of the Purchaser to pay, and the Interim Servicer's right to withdraw, the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by the Interim Servicer, or as otherwise provided under Section 2.05. The Interim Servicer recognizes that to the extent it does not recover all accrued but unpaid Servicing Fees for under Section 4.03, the Purchaser shall not have any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust liability with respect to such month. The Servicer shall be entitled shortfalls other then to recover require payment of such fees by any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12successor servicer following a servicing transfer. Additional servicing compensation in the form of Ancillary Income assumption fees, to the extent provided in Section 4.01, and late payment charges shall be retained by the Interim Servicer only to the extent such fees or charges are received by not required to be deposited in the ServicerCustodial Account. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Interim Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthly. Additional servicing compensation, assumption fees as provided in Section 5.01, and late payment charges or otherwise shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The obligation of the Seller to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate of the Servicing Fees for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to for such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fee, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or other amounts on deposit in the Custodial Account, to the extent permitted in Section 3.04 3.05 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.16. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans during the period from each Closing Date up to but not including the related Transfer Date, the Interim Servicer shall withdraw the Servicing Fee with respect to each Mortgage Loan from the Custodial Account pursuant to Section 2.05 hereof. Such Servicing Fee shall be payable monthly, computed on the basis of the number of Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthlypro-rated when servicing is for less than one month. The aggregate obligation of the Purchaser to pay, and the Interim Servicer's right to withdraw, the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by the Interim Servicer, or as otherwise provided under Section 2.05. The Interim Servicer recognizes that to the extent it does not recover all accrued but unpaid Servicing Fees for under Section 4.03, the Purchaser shall not have any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust liability with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12shortfalls. Additional servicing compensation in the form of Ancillary Income assumption fees, to the extent provided in Section 4.01, and late payment charges shall be retained by the Interim Servicer only to the extent such fees or charges are received by not required to be deposited in the ServicerCustodial Account. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Interim Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The obligation of the Trustee to pay the Servicing Fees is limited as provided in Section 3.04(a)(ii). The aggregate of the Servicing Fees for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Trust Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.23. Except as set forth in Section 6.04 hereof, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges, customary real estate referral fees and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.23(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10 and shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(x), Prepayment Interest Excess as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall be entitled to retain (a) or withdraw from the Certificate Account an amount equal to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Loan, provided that the aggregate Servicing Fee with respect to any Distribution Date shall be payable monthly. The reduced (i) by an amount equal to the aggregate of the Prepayment Interest Shortfalls, if any, with respect to such Distribution Date, up to the full amount of the aggregate Servicing Fees for any month Fee, and (ii) with respect to the Securitized Loans in a Trust shall first Distribution Date, an amount equal to any amount to be reduced deposited into the Distribution Account by any Prepayment Interest Shortfall Amount with respect the Depositor pursuant to Section 2.01(a) and not so deposited. Notwithstanding the Securitized Loans in such Trust with respect to such month. The preceding sentence, the Servicer shall be entitled to recover any unpaid shall, on each Distribution Date after the Call Option Date, reduce its Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from necessary to maintain the operation and sale of an REO Property to the extent permitted by Section 3.12Weighted Average Adjusted Net Mortgage Rate at a rate no less than 8.05%. Additional servicing compensation in the form of Ancillary Income Excess Proceeds, Prepayment Interest Excess, prepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments made with funds on deposit in the Certificate Account shall be retained by the Servicer only to the extent such fees or charges are received by not required to be deposited in the Servicer. The Servicer shall also be entitled Certificate Account pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.05 hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for hereinin this Agreement.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall be entitled to retain (a) or withdraw from the Certificate Account an amount equal to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Loan, provided that the aggregate Servicing Fee with respect to any Distribution Date shall be payable monthly. The reduced (i) by an amount equal to the aggregate of the Prepayment Interest Shortfalls, if any, with respect to such Distribution Date, up to the full amount of the aggregate Servicing Fees for any month Fee, and (ii) with respect to the Securitized Loans in a Trust shall first Distribution Date, an amount equal to any amount to be reduced deposited into the Distribution Account by any Prepayment Interest Shortfall Amount with respect the Depositor pursuant to Section 2.01(a) and not so deposited. Notwithstanding the Securitized Loans in such Trust with respect to such month. The preceding sentence, the Servicer shall be entitled to recover any unpaid shall, on each Distribution Date after the Call Option Date, reduce its Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from necessary to maintain the operation and sale of an REO Property to the extent permitted by Section 3.12Weighted Average Adjusted Net Mortgage Rate at a rate no less than [_____%]. Additional servicing compensation in the form of Ancillary Income Excess Proceeds, Prepayment Interest Excess, prepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments made with funds on deposit in the Certificate Account shall be retained by the Servicer only to the extent such fees or charges are received by not required to be deposited in the Servicer. The Servicer shall also be entitled Certificate Account pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.05 hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for hereinin this Agreement.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.23. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii), Section 3.09(a)(vi) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.22. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.22(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Recovery Fees in respect of recoveries on Charged Off Loans as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04(a)(ii). The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust Mortgage Loans, subject to Section 4.04, shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Trust Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee retain or withdraw from the Collection Account out of Insurance Proceeds, Condemnation Proceeds each payment or Liquidation Proceeds recovery of interest on a Mortgage Loan included in the Trust Fund an amount equal to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12applicable Servicing Fee. Additional servicing compensation in the form of Ancillary Income any Excess Proceeds, late payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan)) and similar fees or charges payable by the Mortgagor (including any fees, charges, and similar amounts described in Section 3.05(d) hereof and further including any fees described in Section 3.11(b) hereof, and all income and gain net of any losses realized from Permitted Investments in the Collection Account shall be retained by the Servicer only to the extent such fees or charges are received by not required to be deposited in the Servicer. The Servicer shall also be entitled Collection Account pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest Sections 3.05 or other income earned on deposits therein, subject to Section 3.113.12(a) hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, hereunder (including payment of any fees due premiums for maintenance of blanket insurance coverage pursuant to sub-servicers, Section 3.10 hereof) and shall not be entitled to reimbursement thereof therefor except as specifically provided for hereinin Sections 3.08 and 3.12 hereof.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall be entitled to retain (a) the amount of the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans each Mortgage Loan (including REO Properties) payable solely from payments of interest in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in of such Trust with respect to such monthMortgage Loan (including from Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries). The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional retain additional servicing compensation in the form of Ancillary Income shall be retained by the release fees, bad check charges, assumption fees, modification or extension fees, late payment charges, prepayment charges that are not Prepayment Charges or Servicer only Prepayment Charge Payment Amounts, or any other service-related fees and similar items, to the extent such fees or charges are received by the Servicercollected from Mortgagors. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.05(e) to withdraw from the Custodial Collection Account and pursuant to Section 3.07(vi) to withdraw from any Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.25. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.05(g), any Prepayment Interest Excess with respect to the Mortgage Loans as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.11 and the fees due to sub-servicersand expenses of independent accountants and any agents appointed by the Servicer), and shall not be entitled to reimbursement thereof therefor from the Trust Fund except as specifically provided for hereinin Section 3.05.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only and is not required to be deposited in the Custodial Account. In the event that the Servicer deposits into the Custodial Account any Ancillary Income, the Servicer may withdraw such amount at any time from the Custodial Account, any provision herein to the extent contrary notwithstanding. The Servicing Fee is payable solely from the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such fees or charges are received Monthly Payment collected by the Servicer. The aggregate Servicing Fee for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall also be entitled pursuant to recover any unpaid Servicing Fees out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or from other funds on deposit in the Custodial Account to the extent permitted in Section 3.04 and Section 3.06 to withdraw out of amounts derived from the Custodial Account operations and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject sale of REO Property to the extent permitted by Section 3.113.16. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.23. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii), Section 3.09(a)(vi) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.22. Except as permitted under Section 7.04, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.22(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to subthe Sub-servicersServicer, and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the each Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans each Mortgage Loan serviced by it payable solely from payments of interest in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect of such Mortgage Loan, subject to the Securitized Loans in such Trust with respect to such monthSection 3.22. The In addition, each Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of a Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income (other than Prepayment Charges) shall be retained by the related Servicer only to the extent such fees or charges are received by the related Servicer. The Each Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial related Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. The In addition, the related Servicer shall be entitled to retain or withdraw from the related Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall be entitled to retain (a) or withdraw from the Custodial Account an amount equal to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Mortgage Loan, provided that the aggregate Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust any Distribution Date shall be reduced (but not below zero) by the amount of any Prepayment Compensating Interest Shortfall Amount with respect to paid by the Securitized Loans in such Trust Servicer with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12Distribution Date. Additional servicing compensation in the form of Ancillary Income (i) all income and gain net of any losses realized from Eligible Investments and (ii) assumption fees, late payment charges, all ancillary income and other receipts not required to be deposited to the Custodial Account pursuant to Section 3.5 hereof, excluding any Excess Proceeds and Prepayment Penalties, shall be retained by the Servicer only as additional servicing compensation. In addition, the Servicer shall be entitled to retain or withdraw from the Custodial Account pursuant to Section 3.8(x) any Prepayment Interest Excess with respect to the extent such fees or charges are received Mortgage Loans serviced by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 Servicer, the Master Servicer, the Securities Administrator and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer Trustee shall be required to pay all expenses incurred by it them respectively in connection with its servicing their respective activities hereunder, including any fees due hereunder to sub-servicers, the extent such expenses do not constitute Delinquency Advances or Nonrecoverable Advances as defined in this Agreement and shall not be entitled to reimbursement thereof therefor except as specifically provided for hereinin this Agreement.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) be paid in the aggregate the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthlymonthly and retained by the Servicer, or as otherwise provided in Section 4.02(e)(2). The aggregate obligation of the Issuer to pay the Servicing Fees for any month Fee is limited to, and the Servicing Fee is payable from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Scheduled Payment collected by the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance ProceedsServicer, Condemnation Proceeds or Liquidation Proceeds to the extent permitted as otherwise provided in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.124.02(e)(2). Additional servicing compensation in the form of 80 Ancillary Income shall be retained by the Servicer only and is not required to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from deposited in the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, 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 compensation for servicing its services hereunder, the Securitized Loans Seller shall, subject to this AgreementSection 11.04(xi), the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived withdraw from the operation and sale of an REO Property Custodial Account or to retain from interest payments on the extent permitted by Section 3.12Loans the amounts provided for as the Seller’s Servicing Fee. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only Seller to the extent such fees or charges are received by not required to be deposited in the ServicerCustodial Account. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer Seller shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein. The Servicer shall also be entitled on each Remittance Date to the aggregate of any Prepayment Interest Excess collected in the related Due Period, which Prepayment Interest Excess the Servicer may withdraw from the Custodial Account pursuant to Section 4.05; provided, however, any such Prepayment Interest Excess to which the Servicer is entitled shall be reduced by the amount by which the aggregate Prepayment Interest Shortfalls for such Prepayment Period exceed the Servicer’s aggregate Servicing Fee received with respect to the related Due Period.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The obligation of the Trustee to pay the Servicing Fees is limited as provided in Section 3.04(a)(ii). The aggregate of the Servicing Fees for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Trust Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer, hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges and other miscellaneous fees (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.26. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.25. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay any fee to a Sub-Servicer out of the Servicing Fee. Additional servicing compensation in the form of Ancillary Income late payment charges or otherwise shall be retained by the Servicer (subject to Section 3.26) only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(iv) to withdraw from the Custodial Account and Escrow Collection Account, respectivelyand pursuant to Section 3.25(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.14 and Section 3.26, and shall also be entitled to interest or other income earned on other Investment Accounts pursuant to the Indenture. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunderhereunder (including premiums for the insurance required by Section 3.16, including any to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided in Section 6.7 of the Indenture, the fees due to sub-servicers, and expenses of the Indenture Trustee) and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer hereunder, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid the Servicing Fee out with respect to each Mortgage Loan payable solely from payments of Insurance Proceedsinterest in respect of such Mortgage Loan; provided, Condemnation Proceeds or Liquidation Proceeds however, that the aggregate Servicing Fee for each Loan Group shall be reduced with respect to each Distribution Date by an amount equal to the extent permitted in Section 3.04 aggregate of the Prepayment Interest Shortfalls, if any, with respect to such Loan Group and out of amounts derived from such Distribution Date, but the operation and sale of aggregate reductions shall not exceed an REO Property amount equal to the extent permitted by Section 3.12aggregate Servicing Fee for both Loan Groups for such Distribution Date before reduction thereof in respect of such Prepayment Interest Shortfalls. Additional servicing compensation in the form of Ancillary Income late payment charges, assumption fees, insufficient funds charges, prepayment premiums or other ancillary income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(a)(iv) hereof to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.23(b) hereof to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.12 and Section 3.24 hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunderhereunder (including premiums for the insurance required by Section 3.14 hereof, including any fees due to sub-servicers, the extent such premiums are not paid by the related Mortgagors) and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer hereunder, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid the Servicing Fee out with respect to each Mortgage Loan payable solely from payments of Insurance Proceedsinterest in respect of such Mortgage Loan; provided, Condemnation Proceeds or Liquidation Proceeds however, that the aggregate Servicing Fee for each Loan Group shall be reduced with respect to each Distribution Date, by an amount equal to the extent permitted in Section 3.04 aggregate of the Prepayment Interest Shortfalls, if any, with respect to such Loan Group and out of amounts derived from such Distribution Date, but the operation and sale of aggregate reductions shall not exceed an REO Property amount equal to the extent permitted by Section 3.12aggregate Servicing Fee for both Loan Groups for such Distribution Date before reduction thereof in respect of such Prepayment Interest Shortfalls. Additional servicing compensation in the form of Ancillary Income late payment charges, assumption fees, insufficient funds charges, prepayment premiums or other ancillary income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(a)(iv) hereof to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.23(b) hereof to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.12 and Section 3.24 hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunderhereunder (including premiums for the insurance required by Section 3.14 hereof, including any fees due to sub-servicers, the extent such premiums are not paid by the related Mortgagors) and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Loans subject to this Agreement, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicerssubservicers, and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid the Servicing Fee out with respect to each Mortgage Loan payable solely from payments of Insurance Proceedsinterest in respect of the Mortgage Loans; provided, Condemnation Proceeds or Liquidation Proceeds however, that the Servicing Fee shall be reduced with respect to each Distribution Date, by an amount equal generally to the extent permitted aggregate of the Prepayment Interest Shortfalls, if any, with respect to the Mortgage Loans serviced by the Servicer and such Distribution Date, but the aggregate reductions shall not exceed an amount equal to the Compensating Interest Cap for such Distribution Date before reduction thereof in respect of such Prepayment Interest Shortfalls as further set forth in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.24 hereof. Additional servicing compensation in the form of Ancillary Income late payment charges, assumption fees, insufficient funds charges, prepayment premiums or other ancillary income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(a)(iv) hereof to withdraw from the Custodial Collection Account and Escrow and, pursuant to Section 3.23(b) hereof, to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.12 and Section 3.24 hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunderhereunder (including premiums for the insurance required by Section 3.14, including any fees due to sub-servicers, the extent such premiums are not paid by the related Mortgagors) and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (ai) the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (bii) Ancillary Income. 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 aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any Net Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or from other funds on dep osit in the Custodial Account to the extent permitted in Section 3.04 and out of amounts derived from the operation operations and sale of an REO Property to the extent permitted by Section 3.123.16. Additional servicing compensation in the form of Ancillary Income Any Prepayment Interest Excess Amount not required to cover Prepayment Interest Shortfall Amounts shall be retained by by, or paid to, the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid the Servicing Fee out with respect to each Mortgage Loan payable solely from payments of Insurance Proceedsinterest in respect of the Mortgage Loans; provided, Condemnation Proceeds or Liquidation Proceeds however, that the Servicing Fee shall be reduced with respect to each Distribution Date, by an amount equal generally to the extent permitted aggregate of the Prepayment Interest Shortfalls, if any, with respect to the Mortgage Loans serviced by the Servicer and such Distribution Date, but the aggregate reductions shall not exceed an amount equal to the Compensating Interest Cap for such Distribution Date before reduction thereof in respect of such Prepayment Interest Shortfalls as further set forth in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.24 hereof. Additional servicing compensation in the form of Ancillary Income late payment charges, assumption fees, insufficient funds charges, prepayment premiums or other ancillary income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(a)(iv) hereof to withdraw from the Custodial Collection Account and Escrow and, pursuant to Section 3.23(b) hereof, to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.12 and Section 3.24 hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the each Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to the Securitized Loans each Mortgage Loan serviced by it payable solely from payments of interest in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect of such Mortgage Loan, subject to the Securitized Loans in such Trust with respect to such monthSection 3.22. The In addition, each Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. Except as permitted under Section 7.04, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of a Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income (other than Prepayment Charges) shall be retained by the Servicer Servicers only to the extent such fees or charges are received by the ServicerServicers. The Each Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial related Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. The In addition, each Servicer shall be entitled to retain or withdraw from the related Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to the Mortgage Loans serviced by it as additional servicing compensation. Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Securitized Mortgage Loans subject to this Agreement, the Servicer shall retain (a) the relevant Servicing Fee for each Securitized Mortgage Loan remaining subject to this Agreement during any month and (b) Ancillary Incomeor part thereof. The Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of assumption fees, as provided in Section 5.01, and late payment charges or otherwise shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The obligation of the Seller to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate of the Servicing Fees for any month with respect to the Securitized Mortgage Loans in a Trust shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to for such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fee, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or other amounts on deposit in the Custodial Account, to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.12. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 to withdraw from the Custodial Account and Escrow Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementactivities of the Servicer hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan payable in each Group solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.26. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid related Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.25. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay any fee to a Sub-Servicer out of the Servicing Fee. Additional servicing compensation in the form of Ancillary Income late payment charges or otherwise shall be retained by the Servicer (subject to Section 3.26) only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.11(iv) to withdraw from the Custodial Account and Escrow Collection Account, respectivelyand pursuant to Section 3.25(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.14 and Section 3.26, and shall also be entitled to interest or other income earned on other Investment Accounts pursuant to the Indenture. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunderhereunder (including premiums for the insurance required by Section 3.16, including any to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided in Section 6.7 of the Indenture, the fees due to sub-servicers, and expenses of the Indenture Trustee) and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Securitized Loans subject to this Agreementits activities hereunder, the Servicer shall retain (a) be entitled to the Servicing Fee for each Securitized Loan remaining subject to this Agreement during any month and (b) Ancillary Income. The Servicing Fee shall be payable monthly. The aggregate of the Servicing Fees for any month with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Securitized Loans in a Trust shall be reduced by any Prepayment Interest Shortfall Amount with respect to the Securitized Loans in such Trust with respect to such month. The Servicer shall be entitled to recover any unpaid Servicing Fee Fees out of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds to the extent permitted in by Section 3.04 3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.123.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income assumption fees, late payment charges, customary real estate referral fees, insufficient funds charges and other miscellaneous fees (other than Prepayment Charges) and ancillary income shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.04 and Section 3.06 3.09(a)(iv) to withdraw from the Custodial Collection Account and Escrow pursuant to Section 3.21(b) to withdraw from any REO Account, respectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.113.10. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder, including any fees due to sub-servicers, hereunder and shall not be entitled to reimbursement thereof therefor except as specifically provided for herein.