Common use of Subservicing Compensation Clause in Contracts

Subservicing Compensation. (a) As compensation for its activities under this Agreement, the Subservicer shall be entitled to receive the Subservicing Fee with respect to each Mortgage Loan (commencing on such Mortgage Loan’s Due Date in March 2015) unless and until such Mortgage Loan becomes a Specially Serviced Mortgage Loan or a serviced REO Loan. As to each Mortgage Loan, the Subservicing Fee shall accrue at the related Subservicing Fee Rate (in accordance with the same terms of the related promissory note as are applicable to the accrual of interest at the interest rate) and shall be computed on the basis of the same principal amount as interest accrues from time to time on such Mortgage Loan, and for the same period respecting which any related interest payment due on such Mortgage Loan is computed. The Subservicing Fee with respect to any Mortgage Loan shall cease to accrue if such Mortgage Loan becomes a Specially Serviced Mortgage Loan or an REO Loan or if a sale or liquidation occurs in respect of such Mortgage Loan; provided, such Subservicing Fee shall begin accruing upon such Specially Serviced Mortgage Loan becoming a Corrected Mortgage Loan. Subservicing Fees earned with respect to any Mortgage Loan shall be payable monthly from payments of interest on such Mortgage Loan. The Subservicer shall be entitled to recover unpaid Subservicing Fees in respect of any Mortgage Loan out of the portion of any related Insurance Proceeds and Condemnation Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan to the extent the Master Servicer is permitted to recover unpaid Master Servicing Fees to which it is entitled under PSA Section 6.1. The Subservicer’s right to receive the Subservicing Fees to which it is entitled may not be transferred in whole or in part except in connection with the transfer of all of the Subservicer’s responsibilities and obligations under and pursuant to this Agreement and except as otherwise expressly provided in this Agreement. (b) The Subservicer shall also be entitled to withdraw from the Subservicer Collection Account and retain, as additional servicing compensation (the “Additional Subservicing Compensation”), subject to any offset provided in the PSA (including offsets for interest on Advances, inspection costs and Additional Trust Expenses), the following items: (i) 40% (or 20% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Assumption Fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due and payable with respect to such Mortgage Loans have been paid); (ii) 50% (or 25% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Modification Fees and fees in connection with defeasance actually paid by a Mortgagor (and all other commercially reasonable fees collected on or with respect to other actions for which the Subservicer is responsible) with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due and payable (after giving effect to any modification) with respect to such Mortgage Loans have been paid); (iii) 100% of any and all charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds and other similar fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan; and (iv) 100% of any and all interest or other income earned on deposits in the Accounts maintained by the Subservicer (but only to the extent of the net investment earnings, if any, with respect to any such Account for each Collection Period and, further, in the case of an Escrow Account, only to the extent that such interest or other income is not required to be paid to any Mortgagor under applicable law or under the related Mortgage Loan); in each case, only to the extent the Master Servicer is entitled to retain such amounts as additional master servicing compensation under the PSA, and in the case of Sections 4.01(b)(i)-(iii), only to the extent such amounts have actually been paid by the related Mortgagor. Notwithstanding the foregoing, the Subservicer will not be entitled to any additional servicing compensation in the form of fees earned with respect to the processing of any Major Decision or Special Servicer Decision performed by the Special Servicer; provided, however, if the Subservicer processes any Major Decision or Special Servicer Decision following approval of such decision by the Special Servicer, the Subservicer will be entitled to the applicable fee as described above. (c) The Subservicer shall promptly remit to the Master Servicer in accordance with this Agreement, all amounts received with respect to the Mortgage Loans (including each of those that become a Specially Serviced Mortgage Loan or an REO Loan) that the Subservicer is not entitled to retain pursuant to this Agreement. (d) The Subservicer shall pay all expenses incurred by it in connection with its servicing activities under this Agreement and shall not be entitled to reimbursement thereof except as otherwise specifically provided for in this Agreement or in the PSA.

Subservicing Compensation. (a) As compensation for its activities under this Agreementhereunder, the Subservicer shall be entitled to receive the Subservicing Fee. Anything herein to the contrary notwithstanding, the Subservicer shall be paid such Subservicing Fee at such times as, and only to the extent that the Servicing Fee with respect to each the related Mortgage Loan (commencing on such Mortgage Loan’s Due Date is payable under the PSA. Except as provided below, any reductions in March 2015) unless and until such Mortgage Loan becomes a Specially Serviced Mortgage Loan or a serviced REO Loan. As the Servicing Fee that may be required under the PSA with respect to each Mortgage Loan, Prepayment Interest Shortfalls shall not affect the amount of the Subservicing Fee shall accrue at the related Subservicing Fee Rate (in accordance with the same terms of the related promissory note as are applicable payable to the accrual of interest at Subservicer and, consequently, the interest rate) and Subservicer shall not be computed on the basis of the same principal amount as interest accrues from time to time on such Mortgage Loan, and for the same period respecting which any related interest payment due on such Mortgage Loan is computed. The Subservicing Fee with respect entitled to any Mortgage Loan shall cease to accrue if such Mortgage Loan becomes a Specially Serviced Mortgage Loan or an REO Loan or if a sale or liquidation occurs in respect of such Mortgage LoanPrepayment Interest Excess; provided, such Subservicing Fee shall begin accruing upon such Specially Serviced Mortgage Loan becoming however, that in the event of a Corrected Mortgage Loan. Subservicing Fees earned with respect to any Mortgage Loan shall be payable monthly from payments breach of interest on such Mortgage Loan. The Section 2.03(a)(viii) of this Agreement by the Subservicer shall be entitled to recover unpaid Subservicing Fees in respect of any Mortgage Loan out of the portion of any related Insurance Proceeds and Condemnation Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan if and to the extent the Master Servicer is permitted required to recover unpaid pay such amount under the PSA, on or before 2:00 p.m. New York City time on the Subservicer Remittance Date following such breach, the Subservicer shall remit to the Master Servicing Fees Servicer, pursuant to which it is entitled under PSA Section 6.1. The Subservicer’s right wiring instructions set forth on Exhibit D, the amount as of any Distribution Date equal to receive the Subservicing Fees to which it is entitled may not be transferred in whole or in part except lesser of (x) the amount of the Prepayment Interest Shortfall incurred in connection with the transfer of all Principal Prepayment received in respect of the Subservicer’s responsibilities Mortgage Loan and obligations (y) the Subservicing Fee with respect to that Mortgage Loan (the “Prepayment Interest Shortfall Exposure”). If such Prepayment Interest Shortfall Exposure is not remitted to the Master Servicer by 2:00 p.m. New York City time on the Subservicer Remittance Date, then the Subservicer shall also remit to the Master Servicer with the Prepayment Interest Shortfall Exposure, interest on such Prepayment Interest Shortfall Exposure at the Reimbursement Rate from and including such Subservicer Remittance Date to but, excluding, the date that such Prepayment Interest Shortfall Exposure is received by the Master Servicer. Notwithstanding the foregoing, the Prepayment Interest Shortfall Exposure shall not be payable if the Principal Prepayment was made in respect of (i) a Specially Serviced Loan (ii) a payment in accordance with the Loan Documents, (iii) a payment subsequent to a default under and the related Loan Documents (provided that the Subservicer reasonably believes that acceptance of such payment is consistent with the Servicing Standard), (iv) a payment pursuant to this Agreement and except as otherwise expressly provided in this Agreementapplicable law or court order, (v) a payment of insurance or condemnation proceeds unless the Subservicer did not apply the proceeds thereof with the term of the related Loan Documents or (vi) a payment the related Borrower is permitted to make under the terms of the related Loan Documents. (b) The Subservicer shall also be entitled to withdraw from the Subservicer Collection Account and retain, with respect to each related Mortgage Loan, as additional servicing Subservicing compensation (the “Additional Subservicing Compensation”), subject to any offset provided in the PSA (including offsets for interest on Advances, inspection costs and Additional Trust Expenses), the following items: following: (i) 40% (or 20% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Assumption Fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due and payable with respect to such Mortgage Loans have been paid); (ii) 50% (or 25% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Modification Fees and fees in connection with defeasance actually paid by a Mortgagor (and all other commercially reasonable fees collected on or with respect to other actions for which the Subservicer is responsible) with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due and payable (after giving effect to any modification) with respect to such Mortgage Loans have been paid); (iii) 100% of any and all charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds and other similar fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan; and (iv) 100% of any and all interest or other income earned on deposits in the Accounts maintained by the Subservicer (but only to the extent of the net investment earnings, if any, with respect to any such Account for each Collection Period and, further, in the case of an Escrow Account, only to the extent that such interest or other income is not required to be paid to any Mortgagor under applicable law or under the related Mortgage Loan); in each case, only to the extent the Master Servicer is entitled to retain such amounts as additional master servicing compensation under the PSA and actually received such amounts, all late fees (to the extent the Subservicer is performing the related collection work and to the extent not required to be offset against outstanding interest on Advances with respect to the related Mortgage Loan under PSA Section 3.12, reserves required to be funded pursuant to the terms of the related Mortgage Loan, and principal and interest due with respect to the related Mortgage Loan), (ii) to the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA, and in the case of Sections 4.01(b)(i)-(iii)all amounts collected for checks returned for insufficient funds, only (iii) to the extent received and to the extent the Master Servicer is entitled to retain such amounts have actually been paid by under the PSA 50% of the Master Servicer’s share of any assumption fees and assumption application fees and all charges for beneficiary statements or demands, (iv)to the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA, 50% of the Master Servicer’s share of any earnout fees, extension fees, modification fees or consent fees, and (v) subject to PSA Section 3.07, any interest or other income earned on deposits in the related Mortgagor. Notwithstanding the foregoing, the Subservicer will not be entitled to any additional servicing compensation in the form of fees earned with respect to the processing of any Major Decision or Special Servicer Decision performed by the Special ServicerAccounts; provided, however, if that the Subservicer processes any Major Decision or Special Servicer Decision following approval of such decision by the Special Servicer, the Subservicer will shall be entitled required to the applicable fee as described above. (c) The Subservicer shall promptly remit to the Master Servicer in accordance with this Agreement, all any amounts received with respect to the Mortgage Loans (including each from or on behalf of those that become a Specially Serviced Mortgage Loan or an REO Loan) that any Borrower which the Subservicer is not entitled to retain pursuant to under this Agreementparagraph. (dc) The Except as otherwise provided herein or in the PSA, the Subservicer shall pay all expenses incurred by it in connection with its servicing activities under this Agreement and shall not be entitled to reimbursement thereof except as otherwise specifically provided for in this Agreement or in the PSAhereunder.

Subservicing Compensation. (a) As compensation for its activities under this Agreementhereunder, the Subservicer shall be entitled to receive (or retain from the Accounts, as applicable) the Subservicing Fee. Anything herein to the contrary notwithstanding, the Subservicer shall be paid such Subservicing Fee at such times as, and only to the extent that, the Master Servicer receives its Servicing Fee with respect to each Mortgage Loan (commencing on such Mortgage Loan’s Due Date under the PSA. Except as provided below, any reductions in March 2015) unless and until such Mortgage Loan becomes a Specially Serviced Mortgage Loan or a serviced REO Loan. As the Servicing Fee that may be required under the PSA with respect to each Mortgage Loan, Compensating Interest Payment shall not affect the amount of the Subservicing Fee shall accrue at the related Subservicing Fee Rate (in accordance with the same terms of the related promissory note as are applicable payable to the accrual of interest at Subservicer and, consequently, the interest rate) and Subservicer shall not be computed on the basis of the same principal amount as interest accrues from time to time on such Mortgage Loan, and for the same period respecting which any related interest payment due on such Mortgage Loan is computed. The Subservicing Fee with respect entitled to any Mortgage Loan shall cease to accrue if such Mortgage Loan becomes a Specially Serviced Mortgage Loan or an REO Loan or if a sale or liquidation occurs in respect of such Mortgage Loan; provided, such Subservicing Fee shall begin accruing upon such Specially Serviced Mortgage Loan becoming a Corrected Mortgage Loan. Subservicing Fees earned with respect to any Mortgage Loan shall be payable monthly from payments of interest on such Mortgage Loan. The Subservicer Compensating Interest Payment but shall be entitled to recover unpaid Subservicing Fees in respect of any Mortgage Loan out of the portion of any related Insurance Proceeds and Condemnation Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan to the extent the Master Servicer is permitted to recover unpaid do so under the PSA; provided, however, that in the event of a breach of Section 2.03(a)(vii) by the Subservicer, on or before 1:00 p.m. New York City time on the Subservicer Remittance Date following such breach, the Subservicer shall remit to the Master Servicing Fees Servicer, pursuant to which it is entitled under PSA Section 6.1. The Subservicer’s right wiring instructions from the Master Servicer, the amount as of any Distribution Date equal to receive the Subservicing Fees to which it is entitled may not be transferred in whole or in part except aggregate amount of Compensating Interest Payment, if any, incurred as a result of the prepayment received in connection with such breach of Section 2.03(a)(vii). If such Compensating Interest Payment is not remitted to the transfer of all of Master Servicer by 1:00 p.m. New York City time on the Subservicer’s responsibilities Subservicer Remittance Date, then the Subservicer shall also remit to the Master Servicer the Compensating Interest Payment and obligations under full interest on such Compensating Interest Payment at the Reimbursement Rate from and pursuant to this Agreement and except as otherwise expressly provided in this Agreementincluding such Subservicer Remittance Date but excluding the date that such Compensating Interest Payment is received by the Master Servicer. (b) The Subservicer shall also be entitled to withdraw from the Subservicer Collection Account and retain, with respect to each related Mortgage Loan, as additional servicing Subservicing compensation (the “"Additional Subservicing Compensation”), subject to any offset provided in the PSA (including offsets for interest on Advances, inspection costs and Additional Trust Expenses"), the following itemsfollowing: (i) 40% (or 20% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Assumption Fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due received and payable with respect to such Mortgage Loans have been paid); (ii) 50% (or 25% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Modification Fees and fees in connection with defeasance actually paid by a Mortgagor (and all other commercially reasonable fees collected on or with respect to other actions for which the Subservicer is responsible) with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due and payable (after giving effect to any modification) with respect to such Mortgage Loans have been paid); (iii) 100% of any and all charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds and other similar fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan; and (iv) 100% of any and all interest or other income earned on deposits in the Accounts maintained by the Subservicer (but only to the extent of the net investment earnings, if any, with respect to any such Account for each Collection Period and, further, in the case of an Escrow Account, only to the extent that such interest or other income is not required to be paid to any Mortgagor under applicable law or under the related Mortgage Loan); in each case, only to the extent the Master Servicer is entitled to retain such amounts as additional master servicing compensation under the PSA and subject to Section 5.01(c), 100% of the Master Servicer's share of any assumption application fees; (ii) 100% of the Master Servicer's share of any charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds, other loan processing fees and customary charges actually paid by the Borrower; (iii) to the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA, and in the case of Sections 4.01(b)(i)-(iii), only all Penalty Charges (to the extent such amounts have actually been paid by the related Mortgagor. Notwithstanding the foregoing, the Subservicer will not required to be entitled to any additional servicing compensation in the form of fees earned offset against outstanding interest on Advances with respect to the processing related Mortgage Loan under PSA Section 3.11(a), reserves required to be funded pursuant to the terms of the related Mortgage Loan, and principal and interest due with respect to the related Mortgage Loan); (iv) to the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA and subject to Section 5.01(c), 50% of the Master Servicer’s share of any Major Decision assumption fees, extension fees, modification fees, defeasance fees, processing fees or Special Servicer Decision performed by consent fees; and (v) subject to PSA Section 3.06, any interest or other income earned on deposits in the Special Servicerrelated Subservicer Accounts; provided, however, if that the Subservicer processes any Major Decision or Special Servicer Decision following approval of such decision by the Special Servicer, the Subservicer will shall be entitled required to the applicable fee as described above. (c) The Subservicer shall promptly remit to the Master Servicer in accordance with this Agreement, all any Additional Servicing Compensation and other amounts received with respect to the Mortgage Loans (including each from or on behalf of those that become a Specially Serviced Mortgage Loan or an REO Loan) that any Borrower which the Subservicer is not entitled to retain pursuant to under this Agreementparagraph. (dc) The Except as otherwise provided herein or in the PSA, the Subservicer shall pay all its overhead and similar expenses incurred by it in connection with its servicing activities under this Agreement and shall not be entitled to reimbursement thereof except as otherwise specifically provided for in this Agreement or in the PSAhereunder.

Subservicing Compensation. (a) As compensation for its activities under this Agreement, the Subservicer shall be entitled to receive the Subservicing Fee with respect to each Mortgage Loan (commencing on such and each related Serviced Companion Mortgage Loan’s Due Date , which shall be payable from amounts on deposit in March 2015) unless the Subservicer Custodial Account and until such Mortgage Loan becomes a Specially Serviced any subaccount thereof, as applicable. For each calendar month, as to each Mortgage Loan or a serviced REO Loan. As to each Serviced Companion Mortgage Loan, the Subservicing Fee shall accrue at be an amount equal to the related Subservicing Fee Rate (determined in accordance with the same terms manner (other than the rate of accrual) as the related promissory note as are applicable to the accrual of interest at the interest rate) and shall be computed on the basis of the same principal amount as interest accrues from time to time on such Mortgage Loan, and Rate is determined for the same period respecting which any related interest payment due on such Mortgage Loan is computed. The Subservicing Fee with respect to any or Serviced Companion Mortgage Loan shall cease to accrue if for such month) multiplied by the Scheduled Principal Balance of such Mortgage Loan becomes a Specially or Serviced Companion Mortgage Loan or an REO Loan or if a sale or liquidation occurs immediately before the Due Date occurring in respect of such Mortgage Loan; provided, such Subservicing Fee shall begin accruing upon such Specially Serviced Mortgage Loan becoming a Corrected Mortgage Loanmonth. Subservicing Fees earned with respect to any Mortgage Loan or Serviced Companion Mortgage Loan shall be payable monthly from payments of interest on such Mortgage Loan or Serviced Companion Mortgage Loan. The Subservicer shall be entitled to recover unpaid Subservicing Fees in respect of any Mortgage Loan out of the portion of any related Insurance Proceeds and Condemnation Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan to the extent the Master Servicer is permitted to recover unpaid Master Servicing Fees to which it is entitled under PSA Section 6.1. The Subservicer’s 's right to receive the Subservicing Fees and other compensation to which it is entitled may not be transferred in whole or in part part, except in connection with the transfer of all of the Subservicer’s 's responsibilities and obligations under and pursuant to this Agreement and except as otherwise expressly provided in this Agreement. (b) The Subservicer shall also be entitled with respect to the Mortgage Loan and the related Serviced Companion Mortgage Loans (so long as they are not Specially Serviced Mortgage Loans and to the extent that (x) the Master Servicer is entitled to retain such amounts as additional servicing compensation under the PSA and Loan Pair Intercreditor Agreement, (y) the amounts are actually paid by the related Mortgagor or from the related Mortgaged Property, and (z) it is permitted by applicable law and the related Mortgage Loan Documents) to withdraw from the Subservicer Collection Custodial Account and retain, as additional servicing compensation (the “Additional Subservicing Compensation”"ADDITIONAL SUBSERVICING COMPENSATION"), subject to any offset provided in the PSA (including offsets for interest on AdvancesAdvance Interest Amount, inspection costs and Additional Trust Fund Expenses), the following items: (i) 40% all investment income earned (or 20% if net of losses incurred) on amounts on deposit in the Special Servicer is required to consent to or review Subservicer Custodial Account and investment income earned on amounts on deposit in the applicable servicing action) of any and all Assumption Fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan accounts (but only to the extent that all amounts then due consistent with the related Mortgage Loan Documents and not payable with respect to such the related Mortgagor under the Mortgage Loans have been paidLoan or applicable law), to the extent provided in PSA Section 5.1(e), PSA Section 8.3(e) and Section 3.01(a)(iv) of this Agreement; (ii) 50% (or 25% if the Special Servicer is required to consent to or review the applicable servicing action) of any Prepayment Interest Excesses, insufficient check charges, Default Interest and all Modification Fees and fees in connection with defeasance actually paid by a Mortgagor (and all other commercially reasonable fees collected on or with respect to other actions for which the Subservicer is responsible) with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due and payable (after giving effect to any modification) with respect to such Mortgage Loans have been paid);late payment charges; and (iii) 100(A) 50% of the amount payable to or retainable by the Master Servicer (and not the Special Servicer or any and all other party to or under the PSA or the Loan Pair Intercreditor Agreement) under the PSA for loan modification fees, assumption application fees or assumption fees, as applicable, loan service transaction fees, beneficiary statement charges for beneficiary statements (unless same is precluded pursuant to the terms of such mortgage loan) or demands and amounts collected for checks returned for insufficient funds and other similar fees actually paid by a Mortgagor items (but excluding Prepayment Premiums), if the Subservicer is required to obtain the consent or approval of the Master Servicer under this Agreement with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan; and any decision, consent, approval, review or other action by the Subservicer in connection with which any of the foregoing Additional Subservicing Compensation items are payable or retainable, or (ivB) 100% of any and all interest the foregoing Additional Subservicing Compensation items payable to or other income earned on deposits in the Accounts maintained retainable by the Subservicer Master Servicer (but only and not the Special Servicer or any other party to or under the extent of PSA or the net investment earnings, Loan Pair Intercreditor Agreement) under the PSA if any, with respect to any such Account for each Collection Period and, further, in the case of an Escrow Account, only to the extent that such interest Master Servicer's consent or other income approval is not required to be paid to any Mortgagor under applicable law or under the related Mortgage Loan); in each case, only to the extent the Master Servicer is entitled to retain such amounts as additional master servicing compensation under the PSA, and in the case of Sections 4.01(b)(i)-(iii), only to the extent such amounts have actually been paid by the related Mortgagor. Notwithstanding the foregoing, the Subservicer will not be entitled to any additional servicing compensation in the form of fees earned this Agreement with respect to the processing of any Major Decision applicable decision, consent, approval, review or Special Servicer Decision performed by the Special Servicer; provided, however, if the Subservicer processes any Major Decision or Special Servicer Decision following approval of such decision by the Special Servicer, the Subservicer will be entitled to the applicable fee as described aboveother action. (c) The Subservicer shall promptly remit to the Master Servicer in accordance with this Agreement, all amounts received with respect to the Mortgage Loans (including each of those that become a Specially Serviced Mortgage Loan or an REO Loan) that the Subservicer is not entitled to retain pursuant to this Agreement. (d) The Subservicer shall pay all expenses incurred by it in connection with its servicing activities under this Agreement and shall not be entitled to reimbursement thereof except as otherwise specifically provided for in this Agreement or in the PSA.

Subservicing Compensation. (a) As compensation for its activities under this Agreement, the Subservicer shall be entitled to receive the Subservicing Fee with respect to each Mortgage Loan (commencing on such Mortgage Loan’s 's Due Date in March 2015June 2007) unless and until such a Liquidation Event occurs with respect to that Mortgage Loan becomes a Specially Serviced Mortgage Loan or a serviced REO Loan. As to each Mortgage Loan, the Subservicing Fee shall accrue at the related Subservicing Fee Rate on the basis of a 360 day year with twelve 30 day months (or, in accordance the event that a Principal Prepayment in full or other Liquidation Event occurs with respect to such Mortgage Loan on a date that is not a Due Date, on the same terms basis of the actual number of days to elapse from and including the most recently preceding related promissory note as are applicable Due Date to but excluding the accrual date of interest at the interest ratesuch Principal Prepayment or Liquidation Event in a month consisting of 30 days) and shall be computed on the basis of the same principal amount as interest accrues from time to time on such Mortgage Loan, and for the same period respecting which any related interest payment due on such Mortgage Loan is computed. The accrual of the Subservicing Fee with respect to any Mortgage Loan Loan: (i) shall cease to accrue if (except with a Companion Loan) be suspended on the date such Mortgage Loan becomes a Specially Serviced Loan pursuant to the PSA and thereafter resume on the date such Mortgage Loan or an REO Loan or becomes a Corrected Loan; and (ii) shall cease if a sale or liquidation Liquidation Event occurs in respect of such Mortgage Loan; provided, such Subservicing Fee shall begin accruing upon such Specially Serviced Mortgage Loan becoming a Corrected Mortgage Loan. Subservicing Fees earned with respect to any Mortgage Loan shall be payable monthly from payments of interest on such Mortgage Loan. The Subservicer shall be entitled to recover unpaid Subservicing Fees in respect of any Mortgage Loan out of the portion of any related Insurance Proceeds and Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan to the extent the Master Servicer is permitted to recover unpaid Master Servicing Fees to which it is entitled under PSA Section 6.13.11(a). The Subservicer’s 's right to receive the Subservicing Fees to which it is entitled may not be transferred in whole or in part except in connection with the transfer of all of the Subservicer’s 's responsibilities and obligations under and pursuant to this Agreement and except as otherwise expressly provided in this Agreement. (b) The Subservicer shall also be entitled to withdraw from the Subservicer Collection Certificate Account and retain, as additional servicing compensation (the “"Additional Subservicing Compensation”"), subject to any offset provided in the PSA (including offsets for interest on Advances, inspection costs and Additional Trust Fund Expenses), the following items: (i) 40100% (or 20% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Assumption Fees actually paid by a Mortgagor Penalty Charges accrued on and collected with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (Loan, but only to the extent actually paid by the related Mortgagor and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid and are not needed to first reimburse the Trust Fund for (A) additional expenses that have been incurred by the Trust Fund (other than Special Servicing Fees, Workout Fees and Liquidation Fees) in connection with such Mortgage Loans Loan that have been paid)paid since the prior Determination Date and (B) interest on Advances previously paid to the Master Servicer or Trustee, as applicable, that has accrued since the prior Determination Date with respect to the related Mortgage Loan; (ii) 50% (or 25% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all Modification Fees and modification fees, extension fees, consent fees, release fees, substitution fees, waiver fees, fees paid in connection with defeasance actually paid by a Mortgagor (defeasance, and all other commercially reasonable fees collected on or with respect to other actions for which the Subservicer is responsible) with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan (but only to the extent that all amounts then due and payable (after giving effect to any modification) with respect to such Mortgage Loans have been paid); (iii) 100% of any and all charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds and other similar earn-out fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan, in each case to the extent the Subservicer and not the Special Servicer, has performed the related modification, consent, waiver, earnout, defeasance or similar action, as applicable, in accordance with the PSA (in particular, subject to the limitations on the modifications, consents and waivers that may be performed by the Master Servicer or Subservicer set forth in Section 3.20 of the PSA); andprovided that, if the Special Servicer's consent is not required pursuant to the terms of the PSA in connection with the underlying servicing action, then the Subservicer is entitled to receive 100% of such fees; (iii) 100% of any and all assumption application fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan; (iv) 25% of any and all assumption fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan; (v) 100% of any and all charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds, and other loan processing fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Mortgage Loan; (vi) 100% of any and all interest or other income earned on deposits in the Accounts maintained by the Subservicer (but only to the extent of the net investment earningsNet Investment Earnings, if any, with respect to any such Account for each Collection Due Period and, further, in the case of an Escrow a Servicing Account, only to the extent that such interest or other income is not required to be paid to any Mortgagor under applicable law or under the related Mortgage LoanMortgage); and (vii) notwithstanding the foregoing, 100% of any and all assumption fees and other types of servicing compensation described in clauses (i)-(vi) allocable solely to the Companion Loans (it being understood that any such compensation, and any such fees allocable to the related Mortgage Loan (i.e. the senior loan of the related split loan structure contained in the Trust) shall be paid in accordance with the foregoing priorities in the immediately preceding clauses (i)-(vi)), in each case, only to the extent the Master Servicer is entitled to retain such those amounts as additional master servicing compensation under the PSA, and in the case of Sections 4.01(b)(i)-(iii), only to the extent such amounts have actually been paid by the related Mortgagor. Notwithstanding the foregoing, the Subservicer will not be entitled to any additional servicing compensation in the form of fees earned with respect to the processing of any Major Decision or Special Servicer Decision performed by the Special Servicer; provided, however, if the Subservicer processes any Major Decision or Special Servicer Decision following approval of such decision by the Special Servicer, the Subservicer will be entitled to the applicable fee as described above. (c) The Subservicer shall promptly remit to the Master Servicer Servicer, in accordance with this Agreement, all amounts received with respect to the Mortgage Loans (including each of those that become a Specially Serviced Mortgage Loan or an REO Mortgage Loan) that the Subservicer is not entitled to retain pursuant to this Agreement. (d) The Subservicer shall pay all expenses incurred by it in connection with its servicing activities under this Agreement and shall not be entitled to reimbursement thereof except as otherwise specifically provided for in this Agreement or in the PSA.