Common use of Subservicing Fee; Reimbursement for Subservicer Advances; Priority Clause in Contracts

Subservicing Fee; Reimbursement for Subservicer Advances; Priority. (a) As compensation for the rendering of the services specified herein, the Subservicer shall be entitled to receive a subservicing fee (the "Subservicing Fee") from each Trust. The Subservicing Fee for any period shall equal the product of (i) LIBOR plus 000 xxxxx xxxxxx, (xx) 0/000, (xxx) the number of days in the period, and (iv) the average amount of unreimbursed Subservicer Advances during the period. In no event shall the Subservicing Fee payable to the Subservicer for any month exceed the Servicing Fee payable to the Servicer. The amount of any Subservicer Fee paid to the Subservicer shall reduce, dollar-for-dollar, the amount of the Servicing Fee payable to the Servicer. (i) The Servicer collects principal, interest and certain fees on the Mortgage Loans, as agent for and on behalf of the Trusts pursuant to and in accordance with the Pooling Agreements. The portion of these collections that is available, in accordance with the terms and provisions of the Pooling Agreements, for the reimbursement of Delinquency Advances and the payment of the Servicing Fee is referred to herein as the "Reimbursement Available Funds." The Reimbursement Available Funds are owned by, and are the property of, the related Trusts. (ii) The Servicer agrees that it shall have no claim against the Trusts to receive or retain any portion of the reimbursement for Subservicer Advances. The Subservicer acknowledges that the Servicer, in paying the Subservicing Fee and such reimbursement amounts to the Subservicer, is paying such amounts on behalf of the Trusts only, solely from funds and assets of the Trust, and is not liable to the Subservicer to pay any such amounts from its own funds. The parties hereto agree that the Servicer shall be acting in the capacity as agent of the Trusts when it performs its collection duties in accordance with the Pooling Agreements and remittance duties hereunder. (c) On each Business Day, the Subservicer shall be paid, by remittance by the Servicer acting as an agent of the Trusts, out of the Reimbursement Available Funds, available on that day, an amount equal to any accrued but unpaid Subservicing Fee through the end of the prior day. After payment of the Subservicing Fee, the Servicer shall be paid, by remittance by the Servicer acting as an agent of the Trusts, out of the Reimbursement Available Funds an amount equal to any accrued but unpaid Servicing Fee. The excess of the Subservicer Fee due on any Business Day over the amount of Subservicer Fee actually paid on such Business Day shall be carried forward and shall be paid first out of the Reimbursement Available Funds before any other amounts are paid under this subsection on each Business Day thereafter until such carried-forward amounts are paid in full. (d) On each Business Day, following the payment of the Subservicing Fee and the Servicing Fee, the remaining amount, if any, of available Reimbursement Available Funds shall be used to reimburse the Subservicer, by remittance by the Servicer acting as an agent of the Trusts, for Subservicer Advances made by the Subservicer and the Servicer for Delinquency Advances made by the Servicer through the prior day. Prior to the termination pursuant to Section 4.01(a) of the Subservicer's obligation to advance, the remaining Reimbursement Available Funds shall be reimbursed to the Subservicer and the Servicer in the proportion that the outstanding unreimbursed Subservicer Advances made by the Subservicer bear to the outstanding unreimbursed Delinquency Advances made by the Servicer. After the Subservicer's obligations to advance have been terminated pursuant to Section 4.01(a) hereof, all remaining Reimbursement Available Funds shall first be used to reimburse the Subservicer for outstanding unreimbursed Subservicer Advances. (e) Notwithstanding anything herein to the contrary, the parties hereto agree that the sum of (i) the Subservicing Fee paid to the Subservicer, plus (ii) the Servicing Fee paid to the Servicer, shall never exceed the Servicing Fee which would otherwise be payable under the terms of the Pooling Agreements, if the effect of this Agreement were not taken into account. Notwithstanding anything herein to the contrary, the parties hereto agree that the sum of (i) any reimbursement for Subservicer Advances made by the Subservicer, plus (ii) any reimbursement for Delinquency Advances made by the Servicer, shall never exceed the reimbursement for Delinquency Advances which would otherwise be payable under the terms of the Pooling Agreements, if the effect of this Agreement were not taken into account.