Common use of Performance Fee Clause in Contracts

Performance Fee. Servicer shall pay to Ocwen for each calendar month during which Ocwen is servicing Mortgage Loans with respect to Subject Servicing Agreements pursuant to this Subservicing Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to the Sale Supplement, as applicable) over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer and Ocwen (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by 6.50% per annum (i.e., 0.5417% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period.

Performance Fee. Servicer In addition to the Seller Monthly Servicing Fee, Purchaser shall pay to Ocwen Seller for each calendar month during which Ocwen Purchaser is servicing Mortgage Loans with respect to Subject Deferred Servicing Agreements pursuant to this Subservicing Sale Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and Purchaser with respect to the Deferred Servicing Agreements during such calendar month and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Subject Transferred Servicing Agreement Agreements or pursuant to the this Sale Supplement, as applicable) during such calendar month over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, month multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Deferred Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer Seller and Ocwen Purchaser (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by an amount equal to (y) 6.50% per annum (i.e., 0.5417% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Purchaser has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10) Business Days of Purchaser receiving notice of such failure, Seller shall not be required to continue to act as subservicer until such time as Purchaser has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Purchaser shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.

Performance Fee. Servicer shall pay (a) In addition to Ocwen for each calendar month during which Ocwen is servicing Mortgage Loans with respect the fees payable by the Company to Subject Servicing Agreements the Manager pursuant to this Subservicing Supplement Section 8.1, the Manager shall be entitled to a performance fee (the a “Performance Fee”) equal to in respect of each Fiscal Year on the greater of (a) zero terms and (b) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to the Sale Supplement, as applicable) over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month and (ii) the denominator conditions of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer and Ocwen (the “Allocation Percentage”)this Section 8.5. The Performance Fee, if any, for any calendar month will be reduced by 6.50% per annum (i.e., 0.5417% per month) paid to the Manager within 90 days of the Excess Servicing Advancesend of the applicable Fiscal Year (or, if anya Dispute relating to the calculation of the Performance Fee is ongoing, promptly after the resolution of such Dispute, if later than 90 days after the end of the applicable Fiscal Year. (b) If Gross Cash Available for such calendar month multiplied by the Allocation Percentage. If the Closing Date does not occur on the first day Distribution (as defined below) in respect of a calendar monthFiscal Year exceeds the Incentive Threshold (as defined below), the Performance Fee for such Fiscal Year shall be an amount equal to 20% of all Gross Cash Available for Distribution for such Fiscal Year in excess of the period from Incentive Threshold. Notwithstanding the Closing Date foregoing, if the Cumulative Dividend Account (as defined below) as of the beginning of the Fiscal Year in respect of which the Performance Fee is calculated is negative, the Performance Fee shall equal the lesser of (i) 20% of all Gross Cash Available for Distribution in excess of the Incentive Threshold and (ii) the difference between the Current Period Surplus / (Deficit) (as defined below) and the absolute value of the Cumulative Dividend Account balance as of the beginning of the Fiscal Year. If, after adjusting for the Current Period Surplus / (Deficit) but before adjusting for the Performance Fee, the Cumulative Dividend Account as of the end of the Fiscal Year in respect of which the Performance Fee is being calculated is negative, no Performance Fee will be payable. (c) The Cumulative Dividend Account balance initially shall be zero. Commencing with the Fiscal Year ending December 31, 2008, the Cumulative Account shall be (i) increased (for a surplus) or decreased (for a deficit) with respect to each Fiscal Year by the amount of the Current Period Surplus / (Deficit) for such Fiscal Year and (ii) reduced by the amount of any Performance Fee actually paid to the last Manager in respect of such Fiscal Year. Each such adjustment shall be made as of December 31 of the calendar month in which relevant Fiscal Year. Effective as of January 1, 2013 and as of each five-year anniversary of January 1, 2013, the Closing Date occurs Cumulative Dividend Account balance shall be calculated in a pro rata manner based on the number reset to zero. (d) For purposes of days in such period.this Agreement:

Performance Fee. Servicer In addition to the Seller Monthly Servicing Fee, Holdings shall pay to Ocwen Seller for each calendar month during which Ocwen Holdings is servicing Mortgage Loans with respect to Subject Deferred Servicing Agreements pursuant to this Subservicing Sale Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and Purchasers with respect to the Deferred Servicing Agreements during such calendar month and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Subject Transferred Servicing Agreement Agreements or pursuant to the this Sale Supplement, as applicable) during such calendar month over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, month multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Deferred Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer Seller and Ocwen Holdings (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by an amount equal to (y) 6.50% per annum (i.e., 0.5417% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Holdings. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Holdings has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10) Business Days of Holdings receiving notice of such failure, Seller shall not be required to continue to act as subservicer until such time as Holdings has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Holdings shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.

Performance Fee. Servicer In addition to the Seller Monthly Servicing Fee, Holdings shall pay to Ocwen Seller for each calendar month during which Ocwen Holdings is servicing Mortgage Loans with respect to Subject Deferred Servicing Agreements pursuant to this Subservicing Sale Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and Purchasers with respect to the Deferred Servicing Agreements during such calendar month and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Subject Transferred Servicing Agreement Agreements or pursuant to the this Sale Supplement, as applicable) during such calendar month over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, month multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Deferred Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer Seller and Ocwen Holdings (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by 6.50an amount equal to (y) 3.00% per annum (i.e., 0.54170.25% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Holdings. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Holdings has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10) Business Days of Holdings receiving notice of such failure, Seller shall not be required to continue to act as subservicer until such time as Holdings has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Holdings shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.

Performance Fee. Servicer (a) [Reserved.] (b) [Reserved.] (c) Upon each Crystallization Event for any Fee-Paying Share, the Company shall pay the Investment Manager, in return for services rendered by the Investment Manager to Ocwen for each calendar month during which Ocwen the Company, a performance fee equal to 16% of NAV Appreciation minus the Additional Reduction; provided, however, that, where such Crystallization Event is servicing Mortgage Loans with on account of a Dividend on such Fee-Paying Share (a “Dividend Crystallization Event”), the performance fee payable on such Dividend Crystallization Event will be equal to: (i) the performance fee calculated as if the Crystallization Event were not a Dividend Crystallization Event multiplied by (ii) the percentage of NAV of such Fee-Paying Share represented by such Dividend, i.e., the performance fee will be an amount determined by the following formula: where: A = the amount of the Dividend payable in respect of such Fee-Paying Share B = the NAV of such Fee-Paying Share without giving effect to Subject Servicing Agreements the Dividend C = the performance fee calculated as if the Crystallization Event were not a Dividend Crystallization Event (any performance fee paid pursuant to this Subservicing Supplement Section 9(c), a performance fee (the “Variable Performance Fee”) equal provided, further, that, notwithstanding anything to the greater contrary in this Agreement, the aggregate Variable Performance Fee paid during any Fiscal Year on account of one or more Dividend Crystallization Events during that Fiscal Year shall not, in aggregate, exceed 0.2499 per cent. of the NAV at the time of the beginning of that Fiscal Year (the “Dividend Performance Fee Cap”). Where a Variable Performance Fee linked to a Dividend Crystallization Event is capped as a result of the Dividend Performance Fee Cap, then there will be no additional Performance Fee paid on account of any subsequent Dividend Crystallization Events until the end of the relevant Fiscal Year. The Investment Manager will provide evidence to the reasonable satisfaction of the Board prior to the declaration of any Dividend that the payment of any Variable Performance Fee resulting from the relevant Crystallization Event will not exceed the Dividend Performance Fee Cap. The parties acknowledge that the Variable Performance Fee and High Water Mark calculations in this Agreement will not work as intended for Dividends payable on December 31; accordingly, the parties agree that the Company shall not pay a Dividend on December 31 unless, prior thereto, the parties agree on appropriate adjustments to this Agreement to assure that those amounts are, in the case where the Company pays a Dividend on December 31, calculated in a manner that is fair and reasonable to the Company, its shareholders and the Investment Manager and does not, under any circumstances, result in the aggregate Variable Performance Fee attributable to Dividend Crystallization Events in the preceding 12 month period to exceed the Dividend Performance Fee Cap. (d) [Reserved.] (e) The Company shall pay the Investment Manager any Performance Fee as follows: (i) With respect to any Fee-Paying Shares in issue on December 31 of each Fiscal Year, the Company shall pay the Investment Manager, within 30 calendar days, 99% of the Performance Fee that crystallizes on December 31. The Company shall pay the Investment Manager the remaining 1% of such Performance Fee (as it may be reduced to appropriately take into account any adjustments to the relevant NAV used for the computation of such Performance Fee as a result of the annual audit of the financial statements of the Company for the Fiscal Year that includes such December 31) within ten calendar days after the issue by the Company of its audited financial statements for such Fiscal Year, but in any event (a) not earlier than the first day of the Following Fiscal Year and (b) not later than the last day of the Following Fiscal Year. (ii) In the event Shares are redeemed, or a Dividend is paid in respect of Shares, in each case, on a day other than December 31, the Company shall pay the Investment Manager, within 30 calendar days of the redemption date or Dividend payment date, as applicable, 99% of the Performance Fee that crystallizes upon such date. The Company shall pay to the Investment Manager the remaining 1% of such Performance Fee (as it may be reduced to appropriately take into account any adjustments to the relevant NAV used for the computation of such Performance Fee as a result of the annual audit of the financial statements of the Company for the Fiscal Year that includes such redemption date or Dividend payment date, as applicable) within ten days after the issue by the Company of its audited financial statements for such Fiscal Year, but in any event (a) not earlier than the first day of the Following Fiscal Year and (b) not later than the last day of the Following Fiscal Year. (iii) [Reserved.] (iv) In the event this Agreement is terminated, or the Company is dissolved, other than on December 31, the Company shall pay to the Investment Manager the Performance Fee that crystallizes upon the termination or dissolution, as applicable, as if the termination or dissolution were a redemption; provided that, if such termination or dissolution constitutes a “separation from service” or a “change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company” within the meaning of Section 409A of the Internal Revenue Code, the Company shall pay the Investment Manager the remaining 1% of such Performance Fee on the earlier of (a) zero the 90th day following the termination or dissolution date, or such later date as the Company may determine provided that such date occurs within the same Fiscal Year as the 90th day following the termination date, and (b) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer date determined pursuant to Section 9(e)(ii) hereof. (v) For avoidance of doubt, in the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing event this Agreement or pursuant to the Sale Supplement, as applicable) over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar monthterminated, or such other allocation percentage which the Company is agreed by Servicer and Ocwen (the “Allocation Percentage”). The Performance Feedissolved, if anyand, for any calendar month will be reduced by 6.50% per annum (i.e., 0.5417% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage. If the Closing Date does not occur on the first day of a calendar month, after computing the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs then crystallizing, there shall remain any carried over Potential Reduction Amount, such amount shall be calculated cancelled without any payment in a pro rata manner based on the number of days in such periodrespect thereof.

Performance Fee. Servicer In addition to the Seller Monthly Servicing Fee, Holdings shall pay to Ocwen Seller for each calendar month during which Ocwen Seller is servicing Mortgage Loans with respect to Subject Deferred Servicing Agreements pursuant to this Subservicing Sale Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and Purchasers with respect to the Deferred Servicing Agreements during such calendar month and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Subject Transferred Servicing Agreement Agreements or pursuant to the this Sale Supplement, as applicable) during such calendar month over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, month multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Deferred Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer Seller and Ocwen Holdings (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by 6.50an amount equal to One‑Month LIBOR (calculated using the arithmetic mean of daily rates for the period published by British Bankers’ Association) plus 2.75% per annum (i.e., 0.5417% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Holdings. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Holdings has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10) Business Days of Holdings receiving notice of such failure, Seller shall not be required to continue to act as servicer until such time as Holdings has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Holdings shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.

Performance Fee. Servicer shall pay to Ocwen for each calendar month during which Ocwen is servicing Mortgage Loans with respect to Subject Servicing Agreements pursuant to this Subservicing Supplement a) The Investment Manager will also receive a performance fee Performance Fee (the “Performance Fee”) from the Company calculated on a Share-by-Share basis so that each Participating Share is charged a Performance Fee which equates as nearly as reasonably practicable with that Participating Share’s performance. The Performance Fee for each Performance Period (as defined in the Private Placing Memorandum) in respect of each Participating Share will be equal to 20% of the appreciation in the Net Asset Value per Participating Share (before deduction of any accrued performance fee) during the Performance Period above the High Water ▇▇▇▇ of that Participating Share. The High Water ▇▇▇▇ is the greater of (a) zero and (b) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to the Sale Supplement, as applicable) over the sum of of: (i) the Monthly Servicing Fee for such calendar month and Net Asset Value per Participating Share of the relevant class at the time of issue of that Participating Share; and (ii) the Retained Servicing Fee for such calendar month, multiplied by highest Net Asset Value per Participating Share of the relevant class (yafter deduction of any accrued Performance Fee) a fraction, (i) the numerator in respect of which is a Performance Fee (other than a Performance Fee Redemption (as defined below)) have been paid at the average unpaid principal balance end of all Mortgage Loans subject to the Subject Servicing Agreements any previous Performance Period (if any) during which such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer and Ocwen (the “Allocation Percentage”)Participating Share was in issue. The Performance Fee, if any, Fee in respect of each Performance Period will be calculated by reference to the Net Asset Value before deduction for any calendar month will be reduced by 6.50% per annum (i.e., 0.5417% per month) accrued Performance Fee. The Performance Fee is normally payable in arrears within 20 Business Days of the Excess Servicing Advancesend of each Performance Period. However, if any, for such calendar month multiplied by in the Allocation Percentage. If the Closing Date does not occur on the first day case of Participating Shares redeemed part way through a calendar monthPerformance Period, the Performance Fee accrued in respect of those Participating Shares is payable within 20 Business Days after the date of redemption. If an investor subscribes for Participating Shares at a time when the NAV per Participating Share is other than the Peak Net Asset Value per Participating Share, certain adjustments as described in the Private Placing Memorandum (the Peak Net Asset Value being defined therein) will be made to reduce inequities that could otherwise result to the subscriber or to the Investment Manager. The Investment Manager may reallocate all or part of such fees to third parties assisting in the placement of Participating Shares. The Investment Manager has no obligation to restore to the Company any Performance Fee previously accrued in one financial year, notwithstanding a loss in a subsequent financial year. b) In the event that this Agreement is terminated part way through a Performance Period, the Company shall pay, in respect of all Participating Shares, the Performance Fee accrued as at the last Valuation Point before such termination (subject to any adjustments as set out in the Private Placing Memorandum). c) The Company acknowledges that the Performance Fee may create an incentive for the period from Investment Manager to make investments that may involve more risk than would be the Closing Date to case in the last absence of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner fee based on the number performance of days the Company. In addition, the Performance Fee shall be based on unrealized as well as realized, appreciation and depreciation of the investments of the Company. d) The Performance Fee shall be computed in such perioda manner consistent with the Articles and the Private Placing Memorandum.

Performance Fee. Servicer In addition to the Seller Monthly Servicing Fee, Holdings shall pay to Ocwen Seller for each calendar month during which Ocwen Holdings is servicing Mortgage Loans with respect to Subject Deferred Servicing Agreements pursuant to this Subservicing Sale Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and Purchasers with respect to the Deferred Servicing Agreements during such calendar month and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Subject Transferred Servicing Agreement Agreements or pursuant to the this Sale Supplement, as applicable) during such calendar month over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, month multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Deferred Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer Seller and Ocwen Holdings (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by 6.50an amount equal to (y) 3.75% per annum (i.e., 0.54170.3125% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Holdings. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Holdings has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10) Business Days of Holdings receiving notice of such failure, Seller shall not be required to continue to act as subservicer until such time as Holdings has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Holdings shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.

Performance Fee. Servicer If Empress enters into a transaction respecting either a Mexican R/S Opportunity or a Non-R/S Opportunity to which it has been introduced by Accendo (an “Introduced Transaction”), it shall disclose to Accendo the net cash (after Empress has recovered its initial investment) which Empress anticipates generating on such investment (a “Target Net Cash”) during the three (3) year period after entering into an agreement respecting such Introduced Transaction (a “Measurement Period”). If Empress has not recovered its initial investment in an Introduced Transaction by the end of the applicable Measurement Period, the Measurement Period in respect of such Introduced Transaction shall be extended to the end of the calendar year in which Empress has recovered its initial investment, provided that the latest end date of any such extension shall be four and half (4.5) years from the start of the applicable Measurment Period. The Measurement Period will not be extended if Empress has made additional investments or incurred additional expenditures in relation to an Introduced Transaction or the subject matter thereof in addition to its initial investment (“Additional Expenditures”), and if Additional Expenditures are incurred after the Measurement Period has been extended beyond its initial three (3) year period, the Measurement Period shall be terminated upon Empress incurring such Additional Expenditures. To the extent the net cash generated by Empress in respect of any transaction (“Realized Net Cash” ) exceed the related Target Net Cash at the end of a Measurement Period by at least 10%, Empress shall pay to Ocwen for each calendar month during which Ocwen is servicing Mortgage Loans with respect to Subject Servicing Agreements pursuant to this Subservicing Supplement a performance one-time fee (the “Performance Fee”) to Accendo in an amount equal to the greater of (a) zero and (b) the excess, if any, 20% of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements difference between Target Net Cash and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to the Sale Supplement, as applicable) over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum Realized Net Cash within 90 days of the average unpaid principal balance end of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer and Ocwen (the “Allocation Percentage”)Measurement Period. The Performance Fee, if any, for any calendar month will be reduced by 6.50% per annum (i.e., 0.5417% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage. If the Closing Date does not occur on the first day of a calendar month, obligation to pay the Performance Fee for shall survive the period from the Closing Date termination of this Agreement but shall cease to the last apply in respect of the calendar month in any royalty, stream or other asset or interest therein which the Closing Date occurs shall be calculated in a pro rata manner based on the number is transferred by Empress to any person other than any subsidiary or affiliate of days in such periodEmpress pursuant to an arm’s length transaction.

Performance Fee. Servicer In addition to the Seller Monthly Servicing Fee, Holdings shall pay to Ocwen Seller for each calendar month during which Ocwen Holdings is servicing Mortgage Loans with respect to Subject Deferred Servicing Agreements pursuant to this Subservicing Sale Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and Purchasers with respect to the Deferred Servicing Agreements during such calendar month and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Subject Transferred Servicing Agreement Agreements or pursuant to the this Sale Supplement, as applicable) during such calendar month over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, month multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Deferred Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer Seller and Ocwen Holdings (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by 6.50an amount equal to (y) 4.25% per annum (i.e., 0.54170.3542% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Holdings. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Holdings has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10) Business Days of Holdings receiving notice of such failure, Seller shall not be required to continue to act as subservicer until such time as Holdings has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Holdings shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.