Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), and servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), and servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest and Buydown Funds in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s responsibilities and obligations under this Agreement; provided. In the event that Liquidation Proceeds, however, that Insurance Proceeds and proceeds from any REO Disposition (net of amounts reimbursable therefrom pursuant to Section 3.11(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the Servicer may pay from unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate, the Master Servicer shall be entitled to retain therefrom and to pay to itself any Foreclosure Profits and any Servicing Fee any amounts due considered to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)accrued but unpaid. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 Master Servicer’s 's responsibilities and obligations under this Servicing Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Indenture Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such amounts, fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.143.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29 or Section 6.04, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 Master Servicer’s 's responsibilities and obligations under this Agreement; providedPROVIDED, howeverHOWEVER, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such amounts, fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.143.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Custodial Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.243.22. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.21. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)extent permitted herein. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees Ancillary Income (other than Prepayment PremiumsCharges) 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 3.11(a)(iv3.09(a)(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b3.21(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and 3.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.243.09(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 premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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. As part of its servicing compensation, however, that the Servicer may pay from the related Servicing Fee any amounts due shall also be entitled to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)Prepayment Interest Excess. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Master Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, ancillary income and late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution Account, pursuant to Section 3.25 to be paid by the Trust Administrator from the Expense Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other charges or ancillary fees income (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), and servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29 or Section 6.04, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer Sub‑Servicer pursuant to a Sub-Servicing Sub‑Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, prepayment premiums or charges in connection with voluntary Principal Prepayments in part, assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-ServicerSub‑Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), Advances and servicing compensation of any Sub-Servicer each Sub‑Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; providedPROVIDED, howeverHOWEVER, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Sub- Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.143.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee and the Administration Fee and Buydown Funds 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 Master Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Administration Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee and the Administration Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities performance of its obligations under this Agreement and subject to the Servicer hereunderterms of this Section, the Servicer shall be entitled to receive on each Distribution Date the Servicing Fee in respect of each Contract that was Outstanding at the beginning of the Collection Period ending immediately prior to such Distribution Date; provided, however, that with respect to each Mortgage Loan payable solely from payments of interest the first Distribution Date the Servicer will be entitled to receive the Servicing Fee in respect of such Mortgage Loaneach Outstanding Initial Contract as of the Initial Cut-Off Date; provided further, subject that the Servicer shall not be entitled to that portion of the Servicing Fee, if any, then due and owing to the Backup Servicer, as described in clause (ii) of the definition of "Servicing Fee" in Section 3.241.01. In additionAs servicing compensation in addition to the Servicing Fee, the Servicer shall be entitled (i) to recover unpaid Servicing Fees out retain all late payment charges, extension fees and similar items paid in respect of, under the circumstances and in the manner set forth in the Contracts, (ii) to receive, in respect of Late Collectionseach Rule of 78's Contract that is prepaid in full prior to its Maturity Date, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds the amount by which the outstanding principal balance of such Contract (determined in accordance with the Rule of 78's Method) exceeds the Principal Balance of such Contract at the time of such prepayment and as otherwise permitted by Section 3.11(a(iii) and out of amounts derived from the operation and sale of an REO Property to receive all investment earnings on funds credited to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 Collection Account and 7.02 herein, 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 AgreementPayahead Account; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due agrees that each amount payable to a related Sub-Servicer it pursuant to a Sub-Servicing Agreement entered into under clause (ii) of this Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of deposited in the Servicer Spread Account and applied in accordance with the terms of this Insurance Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor of such expenses except as specifically to the extent provided hereinin Section 3.03.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under the Primary Insurance Policies, if any, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee Fees and Sub-Servicing Fees with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Sub-Servicer). In addition, the Master Servicer shall be entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on the related Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer shall be entitled to retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. Except The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges identified on Exhibit H hereto as expressly belonging to the Class P Certificateholder shall be paid to the Holders of the Class P Certificates. Any Prepayment Charges identified on Exhibit H hereto as belonging to a Sub-Servicer shall be paid to the related Sub-Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as specifically provided in Sections 6.04 and 7.02 herein, the right to receive the Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage LoanLoan or as otherwise provided in Section 3.11, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.26 or Section 6.04, 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; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer Sub‑Servicer pursuant to a Sub-Servicing Sub‑Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, prepayment premiums or charges in connection with voluntary Principal Prepayments in part, assumption or modification fees, late payment charges, insufficient funds NSF fees, prepayment premiums and charges paid by the Mortgagers upon voluntary partial prepayment of Mortgage Loans (other than Assigned Prepayment Charges), reconveyance fees and other ancillary similar fees (other than Prepayment Premiums) and 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-ServicerSub‑Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), Advances and servicing compensation of any Sub-Servicer each Sub‑Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest and Buydown Funds in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided. In the event that Liquidation Proceeds, however, that Insurance Proceeds and proceeds from any REO Disposition (net of amounts reimbursable therefrom pursuant to Section 3.11(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the Servicer may pay from unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate, the Master Servicer shall be entitled to retain therefrom and to pay to itself any Foreclosure Profits and any Servicing Fee any amounts due considered to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)accrued but unpaid. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Master Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; providedPROVIDED, howeverHOWEVER, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, ancillary income and late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution Account, pursuant to Section 3.25 to be paid by the Trust Administrator from the Expense Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage LoanLoan or as otherwise provided in Section 3.11, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29 or Section 6.04, 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; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.243.22. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.21. Except as expressly provided in Sections 6.04 and 7.02 hereinpermitted 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; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)extent permitted herein. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees Ancillary Income (other than Prepayment PremiumsCharges) 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 3.11(a)(iv3.09(a)(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b3.21(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and 3.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.243.09(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 premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.24. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) shall be retained by the Servicer (subject to Section 3.243.25) only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b3.24(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.25. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise condemnation proceeds to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.04, 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; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that . As part of its servicing compensation, the Servicer may assign a portion of its Servicing Fee shall also be entitled to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)Prepayment Interest Excess. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees ancillary income or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee and Buydown Funds 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trustee from the Distribution Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.244.22. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a4.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.234.21. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 9.07, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Subservicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)4.02. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv4.11(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b4.21(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 4.12 and Section 3.244.21. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance amounts required by Section 3.14, to the extent such premiums are not be paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment Servicer under the second paragraph of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, 4.14) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 4.11(viii).

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee Fees and Sub-Servicing Fees with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Sub-Servicer). In addition, the Master Servicer shall be entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on the related Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer shall be entitled to retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. Except The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Holders of the Class P Certificates. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as expressly specifically provided in Sections 6.04 and 7.02 herein, the right to receive the Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation The servicing fee for (a) the activities _____ 200_ Distribution Date shall equal $________ and (b) for each Distribution Date thereafter shall equal the product of (i) one-twelfth, (ii) the Servicing Fee Rate and (iii) the Pool Balance as of the opening of business on the first day of the related Collection Period (the "Servicing Fee"). Servicer hereundershall also be entitled to retain any late fees, extension fees, prepayment charges (including, in the case of any Rule of 78's Receivable or Sum of Periodic Balances Receivable that is prepaid in full, amounts received in excess of the outstanding Principal Balance of such Receivable and accrued interest thereon calculated as if such Receivable were an Actuarial Receivable) and certain non-sufficient funds charges and other administrative fees or similar charges allowed by applicable law with respect to Receivables collected (from whatever source) on the Receivables and shall be paid any interest earned on deposits in the Accounts (the "Supplemental Servicing Fee"). It is understood and agreed that Available Interest or Available Principal shall not include any amounts retained by Servicer which constitute Supplemental Servicing Fees. The Servicing Fee in respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Distribution Dates), if the Rating Agency Condition is satisfied, may be paid at the beginning of such Collection Period out of Collections for such Collection Period. As provided in Section 4.5, as additional compensation, Servicer shall be entitled to the receive on each Distribution Date, any Additional Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of for such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided hereinDistribution Date.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11(a)(iii). Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other Prepayment Charges, ancillary fees (other than Prepayment Premiums) income or otherwise shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. In addition, the Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(x).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees charges or otherwise (other than Prepayment Premiums) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.11(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trustee from the Distribution Account, pursuant to Section 3.25 to be paid by the Trustee from the Expense Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee and the Administration Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Administration Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the The right to receive the Servicing Fee and the Administration Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under the Primary Insurance Policies, if any, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.11(a)(iii). Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees (other than Prepayment Premiums) income or otherwise 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 3.11(a)(iv) to withdraw from the Collection Account, Certificate Account and pursuant to Section 3.23(b3.25(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. In addition, the Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Certificate Account pursuant to Section 3.11(a)(x).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Sub‑Servicer pursuant to a Sub-Servicing Sub‑Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-ServicerSub‑Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any Sub-Servicer each Sub‑Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.11(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trustee from the Distribution Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the The Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage the Whole Loan payable solely monthly from payments of interest the Collection Account or otherwise in respect of such Mortgage Loan, accordance with and subject to Section 3.243.4(c). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the extent actually received from the Loan Borrowers and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands, loan service transaction and processing fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out retain as additional servicing compensation release fees and any income earned (net of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property losses to the extent permitted provided in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrowers). If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.233.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). Except If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Work-out Fee from the Loan Borrowers pursuant to Section 9.17(f) of the Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as expressly provided in Sections 6.04 opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan Borrowers. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. In addition, no Liquidation Fee or Work-out Fee shall be payable to the Special Servicer if any Mezzanine Lender purchases the Whole Loan pursuant to the Intercreditor Agreement (so long as such purchase option occurs within 90 days after the first notice of the applicable event giving rise to such Mezzanine Lender’s purchase option is delivered to such Mezzanine Lender). If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and 7.02 hereinbefore or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any Liquidated Property or the liquidation of the Whole Loan or the Notes (whether through judicial foreclosure, sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds. The Special Servicing Fee may and any Liquidation Fee payable from Liquidation Proceeds (and not the Loan Borrowers) shall be transferred payable from funds on deposit in whole the Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing Loan Event shall also be entitled to retain as additional servicing compensation any late payment fees (to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees, loan service transaction fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in part except in connection with the transfer performance of all its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Borrowers (to the extent the Loan Borrowers are required to do so under the Loan Agreement); (ii) failure of the Loan Borrowers to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G- 1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee right to receive all or any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be subject made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to termination a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. KeyBank National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to any QIB or Institutional Accredited Investor (other than a Benefit Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the terms Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit Z-1 hereto, and (iii) the prospective transferee shall have delivered to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit Z-2 hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. KeyBank National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this Agreement)paragraph. Additional servicing By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of KeyBank National Association as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer, the Certificate Administrator or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of assumption or modification commissions, brokerage fees, late payment charges, insufficient funds fees, reconveyance fees rebates and other ancillary fees (other than Prepayment Premiums) shall be retained by the Servicer (subject to Section 3.24) only to the extent such appraisal fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation result of any Subother fee-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.sharing

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.244.03(e). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, assumption or modification fees, late payment charges, insufficient funds fees, customary real estate referral fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Servicer (subject to Section 3.24) only to the extent such amounts, fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.06. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.143.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer each Sub- Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation The servicing fee for (a) the activities _____ 20__ Distribution Date shall equal $________ and (b) for each Distribution Date thereafter shall equal the product of (i) one-twelfth, (ii) the Servicing Fee Rate and (iii) the Pool Balance as of the opening of business on the first day of the related Collection Period (the “Servicing Fee”). Servicer hereundershall also be entitled to retain any late fees, extension fees, prepayment charges (including, in the case of any Rule of 78’s Receivable or Sum of Periodic Balances Receivable that is prepaid in full, amounts received in excess of the outstanding Principal Balance of such Receivable and accrued interest thereon calculated as if such Receivable were an Actuarial Receivable) and certain non-sufficient funds charges and other administrative fees or similar charges allowed by applicable law with respect to Receivables collected (from whatever source) on the Receivables and shall be paid any interest earned on deposits in the Accounts (the “Supplemental Servicing Fee”). It is understood and agreed that Available Interest or Available Principal shall not include any amounts retained by Servicer which constitute Supplemental Servicing Fees. The Servicing Fee in respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Distribution Dates), if the Rating Agency Condition is satisfied, may be paid at the beginning of such Collection Period out of Collections for such Collection Period. As provided in Section 4.5, as additional compensation, Servicer shall be entitled to the receive on each Distribution Date, any Additional Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of for such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided hereinDistribution Date.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv3.11(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. With respect to the SRO Mortgage Loans, GMAC agrees that the Servicing Rights Owner has the right to the Servicing Fee, less an amount to be retained by GMAC as its servicing compensation as agreed to by the Servicing Rights Owner and GMAC. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Subsequent Recoveries or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation consideration for servicing the activities of the Servicer hereunderSecuritized Loans subject to this Agreement, the Servicer shall be entitled to 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. Notwithstanding the foregoing, it is acknowledged that so long as the Seller owns the servicing rights with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage a Securitized Loan, subject a portion of the servicing fee (in an amount agreed to Section 3.24between the Seller and the Servicer) shall be remitted by the Servicer to the Seller upon collection thereof in accordance with a certain agreement between the Seller and the Servicer. In addition, 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 Fees Fee out of Late Collections, Insurance Proceeds, condemnation proceeds Condemnation Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by in Section 3.11(a) 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)3.12. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) Ancillary Income 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 3.11(a)(iv) 3.04 and Section 3.06 to withdraw from the Collection Custodial Account and Escrow Account, and pursuant to Section 3.23(b) to withdraw from any REO Accountrespectively, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.11. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (hereunder, including premiums for the insurance required by Section 3.14, any fees due to the extent such premiums are not paid by the related Mortgagors or by a related Subsub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trusteeservicers, and shall not be entitled to reimbursement therefor thereof except as specifically provided hereinfor herein or pursuant to a separate agreement between Seller and Servicer.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the (a) The Servicer shall be entitled to receive the Servicing Fee with respect to each the Trust Loan, the Companion Loan(s) and any REO Trust Loan and REO Companion Loan(s) payable monthly from the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees 125 of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan payable solely from payments Documents and this Agreement; provided, that, in the absence of interest in a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect of such to the Mortgage Loan, subject if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to Section 3.24the Mortgage Loan have been paid, all interest on Advances and Companion Loan Advances has been paid and all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to recover unpaid retain as additional compensation any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement. If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues (subject to a maximum amount of $250,000 payable in any year) as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the Trust Loan (or any allocable part thereof) or makes a Loss of Late CollectionsValue Payment pursuant to the related Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to the Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds; and provided, further, that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, condemnation proceeds or Liquidation Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as otherwise permitted provided in Section 3.4(a). During the continuance of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (to the extent remaining after application pursuant to Section 3.11(a) 3.17(b)), Default Interest accrued upon and out of amounts derived from after such Special Servicing Loan Event (to the operation extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, Consent Fees, release fees, Modification Fees, loan service transaction fees and sale of an REO Property similar fees and expenses to the extent, with respect to any such amounts, collected (to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 (or not otherwise prohibited by) and 7.02 herein, the right allocated 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 from the related Servicing Fee any such amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of the Mortgage Loan Documents or this Agreement). Additional servicing compensation , and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the form of assumption or modification Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, late payment chargesincluding assumption fees (but not assumption application fees), insufficient funds release fees, reconveyance fees Modification Fees and other ancillary fees (other than Prepayment Premiums) Consent Fees. Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be retained offset by any Modification Fees collected or earned by the Special Servicer (subject with respect to Section 3.24) the Mortgage Loan in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent such those fees have not previously been deducted from a Work-out Fee or charges are received Liquidation Fee. If the Special Servicer is terminated without cause, and it commenced the process of liquidation of the Property or Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or the Property or Foreclosed Property that was being administered by the ServicerSpecial Servicer at the time of such termination. The terminated Special Servicer and the successor Special Servicer shall also apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be entitled apportioned on the basis of the number of months the terminated Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or the Property or Foreclosed Property. For the avoidance of doubt, with respect to any of the foregoing fees that constitutes Additional Servicing Compensation and is required to be shared between the Servicer and the Special Servicer pursuant to Section 3.11(a)(iv) to withdraw from the Collection Accountterms of this Agreement, the Servicer and 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 3.12 and Section 3.24. The the Special Servicer shall be required each have the right in their sole discretion, but not any obligation, to pay all expenses incurred by it in connection with reduce or elect not to charge its servicing activities hereunder respective portion of such fee; provided that (including premiums for without the insurance required by Section 3.14, consent of the affected party) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such premiums are fee, the party that reduced or elected not paid by to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by fee to which the Special Servicer would have been entitled if the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-had charged a fee and the Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to the Mortgage Loan so long as it is not a Specially Serviced Mortgage Loan and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Borrower with respect to the Specially Serviced Mortgage Loan The Servicer and the Special Servicer shall use efforts consistent with Accepted Servicing Practices to collect from the Borrower the amount of any fees and other expenses payable by the Borrower under the Mortgage Loan Documents, including, without limitation, Borrower Reimbursable Trust Fund Expenses, including exercising all remedies available under the Mortgage Loan Documents that would be in accordance with Accepted Servicing Practices. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement therefor except for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount 128 of such payment to the Servicer or the Special Servicer, as specifically the case may be, is reimbursed to the Trust by the Borrower Parties (to the extent the Borrower Parties are required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or the Servicer’s rights to other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee sharing arrangement) from any Person (including, without limitation, the Trust, the Borrower, the Property Manager or the Borrower Sponsor in respect of the Trust Loan or the Companion Loan(s) and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed Property or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.17; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges and Prepayment Interest Excess) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(x).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 Master Servicer’s responsibilities and obligations under this Servicing Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Indenture Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee Fees and Sub-Servicing Fees with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Sub-Servicer). In addition, the Master Servicer shall be entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on the related Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer shall be entitled to retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. Except The Master Servicer shall not be entitled to retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as expressly specifically provided in Sections 6.04 Section 3.11. The Master Servicing Fee may not be transformed in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and 7.02 herein, the right obligations under this Agreement. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Holders of the Class P Certificates. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer and servicing compensation of each Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As Except as otherwise provided in the Assignment Agreements with respect to the Servicer’s and each Interim Subservicer’s servicing compensation for the month in which servicing is transferred from such Interim Subservicer to the Servicer, as compensation for its activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.243.22. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.21. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)extent permitted herein. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges and other ancillary miscellaneous fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv3.09(a)(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b3.21(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and 3.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.243.09(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 premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Servicer shall be entitled to retain or withdraw from the Collection Account out of each payment of interest on a Mortgage Loan included in the Trust Fund an amount equal to the product of (x) the SLS Servicing Fee with respect to each Rate and (y) the Stated Principal Balance of the related Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)immediately preceding Distribution Date. Additional servicing compensation in the form of assumption or modification feesany Excess Proceeds, late payment fees, release and satisfaction fees (to the extent allowed by law), bad check charges, insufficient funds fees, reconveyance fees and other ancillary assumption fees (other than Prepayment Premiumsi.e. fees related to the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property) and similar items payable by the Mortgagor, and all income and gain net of any losses realized from Permitted Investments in the Collection Account shall be retained by the Servicer (subject to Section 3.24) 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 3.11(a)(ivSections 3.05, or 3.12(a) to withdraw from the Collection Account, and 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 3.12 and Section 3.24hereof. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided hereinin Sections 3.08 and 3.12 hereof. The Servicer shall not be entitled to any Prepayment Penalties. In no event shall the Trustee, the Certificate Insurer, the Servicing Administrator or the Securities Administrator be liable for any Servicing Fee or for any differential between the Aggregate Servicing Fee and the amount necessary to induce a successor servicer to act as successor servicer under this Agreement.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest and Buydown Funds in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided. In the event that Liquidation Proceeds, however, that Insurance Proceeds and proceeds from any REO Disposition (net of amounts reimbursable therefrom pursuant to Section 3.11(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the Servicer may pay from unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate, the Master Servicer shall be entitled to retain therefrom and to pay to itself any Foreclosure Profits and any Servicing Fee any amounts due considered to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)accrued but unpaid. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including Lender-Funded PMI Premiums, if any, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.244.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.13. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided. As compensation for its services, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Special Sub-Servicer will be paid the Special Servicing Fee pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement4.01(a)(4)(viii). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.23(b3.13(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.143.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee Fees and Sub-Servicing Fees with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Sub-Servicer). In addition, the Master Servicer shall be entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on the related Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer shall be entitled to retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. Except The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges identified on Exhibit H hereto as expressly belonging to the Class P Certificateholder shall be paid to the Holders of the related Class P Certificates. Any Prepayment Charges identified on Exhibit H hereto as belong to a Sub-Servicer shall be paid to the related Sub-Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as specifically provided in Sections 6.04 and 7.02 herein, the right to receive the Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s 's responsibilities and obligations under this Agreement; provided. Notwithstanding anything herein to the contrary, however, that Midland (and its successors and assigns) shall also be entitled to the Servicer may pay from the related Excess Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection Strip with the ownership by such affiliate of the servicing rights attributable respect to the Mortgage Loans that it is servicing and may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip. The Master Servicer (provided that any rightor its successor hereunder, title or interest of such affiliate in such portion if any) shall pay the Excess Servicing Strip to the holder of the Excess Servicing Fee shall be subject Strip (i.e., Midland or any such third party) at such time and to the extent the Master Servicer is entitled to receive payment of its Master Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer in accordance with hereunder. In the terms of this Agreement). Additional servicing compensation in the form of assumption event that Midland is terminated or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, resigns as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer (and to the extent provided herein in Section 6.03, the indemnification of the Trustee, its successors and shall not assigns) will be entitled to reimbursement therefor except as specifically provided hereinretain the Excess Servicing Strip.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Servicing Fee Fees with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Sub-Servicer). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property Collections to the extent permitted by in Section 3.233.11. Except as expressly provided in Sections 6.04 and 7.02 herein, Each Sub-Servicing Agreement shall permit 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to retain the Sub- Servicer Fees from collections on the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on the related Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer shall be entitled to retain the Sub-Servicing Agreement entered into under Section 3.02; provided further Fees for that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) shall be retained by the Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the ServicerLoan. The Master Servicer also shall also be entitled pursuant to Section 3.11(a)(iv) 3.11 to withdraw receive from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, Custodial Account as additional servicing compensation, compensation interest or other income earned on deposits therein, subject to Section 3.12 3.23, as well as any assumption fees, late payment charges and Section 3.24reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the insurance required by Section 3.14, Sub-Servicer to the extent such premiums are not paid retained by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advancesit), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.in Section 3.11. The Master Servicing Fee may not be transformed in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Holders of the Class P Certificates. The Master Servicer

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer Sub‑Servicer pursuant to a Sub-Servicing Sub‑Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, prepayment premiums or charges in connection with voluntary Principal Prepayments in part, assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-ServicerSub‑Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), Advances and servicing compensation of any Sub-Servicer each Sub‑Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees, expenses and indemnities of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.243.25. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.24. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b3.24(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.243.25. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan and REO Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable solely monthly, on a loan-by-loan basis, from payments of interest in respect of such on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan, subject to and as otherwise provided by Section 3.243.05(a). In addition, the The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of Late Collectionsthat portion of related payments, Insurance and Condemnation Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from REO Revenues (in the operation and sale case of an REO Property Loan) allocable as recoveries of interest, to the extent permitted by Section 3.233.05(a). Except as expressly provided set forth in Sections the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and 7.02 hereinSection 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with the a transfer of all of the Master Servicer’s responsibilities duties and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due hereunder to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer successor servicer in accordance with the terms of this Agreementhereof). Additional The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of assumption (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or modification amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, late payment charges(ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (provided that with respect to such transactions, insufficient funds the consent of the Special Servicer is either (i) not required to take such action or (ii) required, but the assumption request is either withdrawn or rejected prior to the Master Servicer sending the assumption request and supporting materials to the Special Servicer for approval, and, in the event that the Special Servicer’s consent is required and the assumption request and supporting materials are received by the Special Servicer from the Master Servicer, then the Master Servicer will be entitled to 50% of such fees) and all defeasance fees, reconveyance (iii) 100% of assumption, waiver, consent and earnout fees on Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and other ancillary (iv) 50% of all assumption, waiver, consent and earnout fees (other than Prepayment Premiums) shall be retained pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans, to the extent that such fees are paid by the Servicer (subject to Section 3.24) Mortgagor and for which the Special Servicer’s consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent such that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees or charges are received in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the Servicerrelated Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a) or Section 3.04(b), as applicable. The Subject to Section 3.11(d), the Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensationcompensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits thereinrelating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, subject if any, with respect to Section 3.12 such account for the period from and Section 3.24including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for the insurance required by any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.143.07), if and to the extent such premiums expenses are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification payable directly out of the Trustee, Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as specifically expressly provided hereinin this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 Master Servicer’s responsibilities and obligations under this Servicing Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee servicing fees and other compensation to it hereunder any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Indenture Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to the Master Servicing Fee with respect to each Mortgage Loan Fee, which shall be payable solely from receipts on the related Mortgage Loans, and may be withheld from payments on account of interest prior to deposit in respect of such Mortgage Loanthe Collection Account, subject to Section 3.24. In addition, or may be withdrawn from certain amounts on deposit in the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds Collection Account as and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by set forth in Section 3.233.6(a)(iv). Except as expressly provided in Sections 6.04 and 7.02 herein, The Master Servicer's rights to the right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s 's responsibilities and obligations under this Agreement; provided. In addition, howeverthe Master Servicer shall be entitled to receive, that the Servicer may pay from the related Servicing Fee as additional servicing compensation, any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable Prepayment Interest Excess (to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject extent not otherwise allocable to termination of the Servicer offset Prepayment Interest Shortfalls in accordance with Section 3.25) and, to the terms of this Agreementextent permitted by applicable law and the related Notes and Mortgages, any late payment charges or late fees (to the extent not used to offset Advance Interest Amounts as provided herein). Additional servicing compensation in the form of , NSF check charges (including with respect to Specially Serviced Mortgage Loans), demand fees, assumption or fees, loan modification fees, late payment loan service transaction fees, beneficiary statement charges, insufficient funds fees, reconveyance fees and other ancillary fees or similar items (other than but not including any Default Interest or Prepayment Premiums) shall be retained by the Servicer (subject to Section 3.24) only ), in each case to the extent such fees or charges are received by the Servicerwith respect to any Mortgage Loan that is not a Specially Serviced Mortgage Loan. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Section 3.11(a)(iv3.7(b) to withdraw from the Collection Account, the Grantor Trust Collection Account and the Interest Reserve Account and to receive from the Reserve Accounts (to the extent not required to be paid to the related Borrower pursuant to Section 3.23(bthe related Mortgage Loan Documents or applicable law) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein. Notwithstanding anything herein to the contrary, Midland may at its option assign or pledge to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.4(b) and who requires market rate servicing compensation that accrues at a per annum rate in excess of the Minimum Master Servicing Fee Rate. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest (i.e., Midland or any such third party) at such time and to the extent the Master Servicer is entitled to receive payment of its Master Servicing Fees hereunder, notwithstanding any resignation or termination of Midland hereunder (subject to Section 3.12 and Section 3.24reduction pursuant to the preceding sentence). The Except as otherwise provided herein, the Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for hereunder. The Master Servicer shall promptly pay, when due, out of its own funds, all surveillance fees of the insurance required by Section 3.14, Rating Agencies relating to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification rating of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided hereinCertificates.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer Sub‑Servicer pursuant to a Sub-Servicing Sub‑Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-ServicerSub‑Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances), Advances and servicing compensation of any Sub-Servicer each Sub‑Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan and REO Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable solely monthly, on a loan-by-loan basis, from payments of interest in respect of such on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan, subject to and as otherwise provided by Section 3.243.05(a). In addition, the The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of Late Collectionsthat portion of related payments, Insurance and Condemnation Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from REO Revenues (in the operation and sale case of an REO Property Loan) allocable as recoveries of interest, to the extent permitted by Section 3.233.05(a). Except as expressly provided set forth in Sections the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and 7.02 hereinSection 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with the a transfer of all of the Master Servicer’s responsibilities duties and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due hereunder to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer successor servicer in accordance with the terms of this Agreementhereof). Additional From the Servicing Fee actually received by the Master Servicer related to the Mortgage Loan referred to on Exhibit B hereto as “Ukiah Crossroads” or any successor REO Loan, on each Master Servicer Remittance Date, the Master Servicer shall remit the accrued but unpaid Ukiah Crossroads Retained Fee Amount to Gxxxxx Xxxxxx Mortgage Banking Inc. or its designee by wire transfer of immediately available funds to an account specified by the intended recipient or by such other method as such recipient and the Master Servicer shall mutually and reasonably agree. The “Ukiah Crossroads Retained Fee Amount” shall be, for each Master Servicer Remittance Date, an amount accrued from time to time at 0.05% per annum and shall be computed on the basis of the Stated Principal Balance of the Ukiah Crossroads Mortgage Loan or any successor REO Loan and in the same manner as interest is calculated on such Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of assumption the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or modification amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, late payment charges, insufficient funds (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (whether or not the consent of the Special Servicer is required) and all defeasance fees, reconveyance fees (iii) 100% of assumption, waiver, consent and earnout fees, and other ancillary processing fees pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than Prepayment Premiums) shall be retained by the Servicer (subject assumption application fees), pursuant to Section 3.24) 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans for which the Special Servicer’s consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent such that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, fees or charges are received in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the Servicerrelated Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a) or Section 3.04(b), as applicable. The Subject to Section 3.11(d), the Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensationcompensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits thereinrelating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, subject if any, with respect to Section 3.12 such account for the period from and Section 3.24including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for the insurance required by any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.143.07), if and to the extent such premiums expenses are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification payable directly out of the Trustee, Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as specifically expressly provided hereinin this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance prepayment charges and other similar fees and other ancillary fees (other than Prepayment Premiums) charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, ancillary income and late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. (a) As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan and REO Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable solely monthly, on a loan-by-loan basis, from payments of interest in respect of such on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan, subject to and as otherwise provided by Section 3.243.05(a). In addition, the The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of Late Collectionsthat portion of related payments, Insurance and Condemnation Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from REO Revenues (in the operation and sale case of an REO Property Loan) allocable as recoveries of interest, to the extent permitted by Section 3.233.05(a). Except as expressly provided set forth in Sections the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and 7.02 hereinSection 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with the a transfer of all of the Master Servicer’s responsibilities duties and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due hereunder to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer successor servicer in accordance with the terms of this Agreementhereof). Additional The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of assumption the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or modification amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, late payment charges, insufficient funds (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (whether or not the consent of the Special Servicer is required) and all defeasance fees, reconveyance fees (iii) 100% of assumption, waiver, consent and earnout fees, and other ancillary processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than Prepayment Premiums) shall be retained by the Servicer (subject assumption application fees), pursuant to Section 3.24) 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans for which the Special Servicer’s consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent such that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, fees or charges are received in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the Servicerrelated Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). The Subject to Section 3.11(d), the Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensationcompensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits thereinrelating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, subject if any, with respect to Section 3.12 such account for the period from and Section 3.24including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for the insurance required by any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.143.07), if and to the extent such premiums expenses are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification payable directly out of the Trustee, Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as specifically expressly provided hereinin this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the The Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage the Trust Loan and the Companion Loans payable solely monthly from payments of interest the Collection Account or otherwise in respect of such Mortgage Loan, accordance with and subject to Section 3.243.4(c). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the extent actually received from the Loan Borrower and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, consent fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this Section 3.17), loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out retain as additional servicing compensation any income earned (net of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property losses to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 ) on the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion investment of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation funds deposited in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees Collection Account and other ancillary fees any Reserve Account (other than Prepayment Premiums) shall be retained by the Servicer (subject to Section 3.24) only to the extent such fees or charges are received by not payable to the ServicerLoan Borrower). The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from If a Special Servicing Loan Event occurs and is continuing, the Collection Account, and 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 3.12 and Section 3.24. The Special Servicer shall be required entitled to pay receive a Special Servicing Fee with respect to the Trust Loan and the Companion Loans for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in connection with performing its servicing activities duties hereunder other than: (including premiums for i) the insurance cost of any fidelity bond or errors and omissions policy required by Section 3.14, 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the extent Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such premiums are not paid Special Servicing Loan Event by a written agreement with the Loan Borrower negotiated by the related Mortgagors or by a related Sub-Special Servicer, it being understood however, that payment of such premiums by the Special Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except receive the Workout Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the Loan Borrower pursuant to Section 9.16 of the Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as specifically provided herein.opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the The Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage the Trust Loan and the Companion Loans payable solely monthly from payments of interest the Collection Account or otherwise in respect of such Mortgage Loan, accordance with and subject to Section 3.243.4(c). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the extent actually received from the Loan Borrowers and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, consent fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this Section 3.17), and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out retain as additional servicing compensation release fees and any income earned (net of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property losses to the extent permitted provided in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrowers). If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Trust Loan and the Companion Loans for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.233.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). No Work-out Fee shall be payable to the Special Servicer if the Mezzanine Lender purchases the Trust Loan pursuant to the Intercreditor Agreement (so long as such purchase occurs within 90 days after notice of the applicable event giving rise to such Mezzanine Lender’s option is delivered to such Mezzanine Lender; provided that for the avoidance of doubt, if there are one or more purchase option trigger events that occur following an initial purchase option trigger event, such 90 day period shall commence on the date the first notice of the initial purchase option trigger event was given to such Mezzanine Lender). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the Loan Borrowers pursuant to Section 9.17 of the Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan Borrowers. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any Liquidated Property or the liquidation of the Whole Loan or the Notes (whether through judicial foreclosure, sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds. The Special Servicing Fee and any Liquidation Fee payable from Liquidation Proceeds (and not the Loan Borrowers) shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing Loan Event shall also be entitled to retain as additional servicing compensation any late payment fees (to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Properties Account. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Borrowers (to the extent the Loan Borrowers are required to do so under the Loan Agreement); (ii) failure of the Loan Borrowers to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates and appraisal fees or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, any Loan Borrower, any manager of the Properties, any guarantor or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or any Foreclosed Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of any Foreclosed Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided in Sections 6.04 and 7.02 herein, 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 AgreementSection 3.17; provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees. Notwithstanding anything herein to the contrary, (i) the Servicer may pay from and the related Servicing Fee Special Servicer shall each be entitled to 50% of any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer Modification Fees incurred in connection with the ownership by such affiliate extension of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion Stated Maturity Date of the Servicing Fee shall be subject Trust Loan or Companion Loans to termination which Special Servicer’s consent is required pursuant to clause (vii)(c) of the Servicer in accordance with definition of Special Servicing Loan Event and (ii) the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.24. The Special Servicer shall be required entitled to pay all expenses incurred by it 50% of any Modification Fees, assumption fees (excluding assumption application fees) or consent fees in connection with its servicing activities hereunder (including premiums any Major Decision for which the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Special Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein’s consent is required.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee Fees and Sub-Servicing Fees with respect to each Mortgage Loan payable solely from payments of interest in respect (less any portion of such Mortgage Loan, subject to Section 3.24amounts retained by any Sub-Servicer). In addition, the Master Servicer shall be entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out of related Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on the related Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer shall be entitled to retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. Except The Master Servicer shall not be entitled to retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as expressly specifically provided in Sections 6.04 Section 3.11. The Master Servicing Fee may not be transformed in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and 7.02 herein, the right obligations under this Agreement. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Holders of the Class P Certificates. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement. The Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Notes and Mortgages, any late payment charges or late fees, demand fees, assumption fees, loan modification fees, extension fees, consent fees, beneficiary statement charges, or similar items, in each case to the extent received with respect to any Specially Serviced Mortgage Loan. Furthermore, the Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to receive, as additional servicing compensation, a Workout Fee; provided, however, that the Master Servicer, or any Special Servicer may pay from acting on its behalf, shall not enter into any workout arrangement with respect to any commercial or mixed-use loan which will result in a Workout Fee. If any Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, any right to the related Servicing Workout Fee any amounts due with respect to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer such Mortgage Loan earned in connection with the ownership by initial modification, restructuring or workout thereof shall terminate, and the Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to a new Workout Fee for such affiliate Mortgage Loan upon resolution or workout of the servicing rights attributable subsequent event of default under such Mortgage Loan. If the Master Servicer, or any Special Servicer acting on its behalf, is terminated for any reason hereunder it shall retain the right to the receive any Workout Fees payable in respect of any Mortgage Loans (provided which became Corrected Mortgage Loans during the period that any right, title it acted as Master Servicer or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) shall be retained by the Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Special Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest applicable (and the successor Master Servicer or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Special Servicer, it being understood howeveras applicable, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically any portion of such Workout Fees), in each case until the Workout Fees for any such Mortgage Loan ceases to be payable in accordance with this paragraph. In addition to other servicing compensation provided hereinfor in this Agreement, and not in lieu thereof, the Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to (i) the disposition fee payable out of certain Liquidation Proceeds prior to the deposit of the Liquidation Proceeds in the Custodial Account and (ii) a fee of [___]% of the unpaid balance of any Mortgage Loan or Mortgage Loan relating to any REO Property repurchased from the Trust Fund pursuant to Section 2.02.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29, 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 's responsibilities and obligations under this Agreement; providedPROVIDED, howeverHOWEVER, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer and servicing compensation of each Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise or Gross Subsequent Recoveries to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of Prepayment Interest Excess, prepayment premiums or charges in connection with voluntary Principal Prepayments in part, assumption or modification fees, late payment charges, insufficient funds NSF fees, reconveyance fees and other ancillary similar fees and charges (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, and 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 3.12 and Section 3.243.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), Advances and servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein and in Section 6.038.05, the indemnification fees, expenses and indemnities of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise permitted by Section 3.11(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) 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 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, any interest or and other income or gain earned or otherwise realized on deposits therein, subject to Section 3.12 and Section 3.243.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.038.05, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees (i) out of Late Collections, Insurance Proceeds, condemnation proceeds or Liquidation Proceeds and as otherwise condemnation proceeds to the extent permitted by Section 3.11(a3.11(a)(3), (ii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.23 and (iii) pursuant to Section 3.11(a)(6). Except as expressly provided in Sections 6.04 and 7.02 hereinSection 6.04, 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; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that . As part of its servicing compensation, the Servicer may assign a portion of its Servicing Fee shall also be entitled to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)Prepayment Interest Excess. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees ancillary income or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv3.11(a)(4) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant fee to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion out of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)Fee. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) charges or otherwise 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 3.11(a)(iv3.11(iv) to withdraw from the Collection Account, pursuant to Section 3.25 to withdraw from the Expense Account, and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification fees and expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein3.26, 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges or otherwise (subject to Section 3.24 and other ancillary fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any each Sub-Servicer Servicer, and to the extent provided herein in Section 6.038.05, the indemnification expenses of the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 hereinSection 3.29 or Section 6.04, 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; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds feescharges, reconveyance fees and other ancillary fees income or otherwise (other than Prepayment PremiumsCharges) 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 3.11(a)(iv) to withdraw from the Collection Account, Account and 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 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification servicing compensation of the Trustee, each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee 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 Master Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise or Late Collections to the extent permitted by Section 3.11(a3.11(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 Master Servicer’s 's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement). Additional servicing compensation in the form of prepayment charges, assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees and other ancillary fees (other than Prepayment Premiums) charges or otherwise shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv3.11(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, Account as additional servicing compensation, interest or other income earned on deposits thereintherein and interest or other income earned on deposits in the Distribution Account, subject to Section 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including servicing compensation of each Sub-Servicer, premiums due under the Primary Mortgage Insurance Policies, if any, and premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.038.05, the any payments in respect of indemnification of to the Trustee, ) and shall not be entitled to reimbursement therefor except as specifically provided herein. In addition, the Master Servicer shall be required to pay the fees, costs and expenses of each Custodian, pursuant to the Designated Seller's Agreement and as provided in Section 8.11, and of the Trustee, pursuant to the Designated Seller's Agreement and as provided in Section 8.05.

Servicing Compensation. As compensation for the its activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.243.22. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, condemnation proceeds Proceeds or Liquidation Proceeds and as otherwise to the extent permitted by Section 3.11(a3.09(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.233.21. Except as expressly provided in Sections 6.04 and 7.02 herein, the 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 from the related Servicing Fee any amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of this Agreement)extent permitted herein. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds fees, reconveyance fees charges and other ancillary miscellaneous fees (other than Prepayment PremiumsCharges) 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 3.11(a)(iv3.09(a)(iv) to withdraw from the Collection Account, Account and pursuant to Section 3.23(b3.21(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and 3.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.243.09(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 premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to reimbursement therefor except as specifically provided herein.

Servicing Compensation. As compensation for the activities of the Servicer hereunder, the (a) The Servicer shall be entitled to receive the Servicing Fee with respect to each the Trust Loan, the Companion Loan(s) and any REO Trust Loan and REO Companion Loan(s) payable monthly from the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan payable solely from payments Documents and this Agreement; provided, that, in the absence of interest in a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect of such to the Mortgage Loan, subject if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to Section 3.24the Mortgage Loan have been paid, all interest on Advances and Companion Loan Advances has been paid and all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to recover unpaid retain as additional compensation any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement. If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the Trust Loan (or any allocable part thereof) or makes a Loss of Late CollectionsValue Payment pursuant to the related Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to the Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through 132 judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds; and provided, further, that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, condemnation proceeds or Liquidation Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as otherwise permitted provided in Section 3.4(a). During the continuance of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (to the extent remaining after application pursuant to Section 3.11(a) 3.17(b)), Default Interest accrued upon and out of amounts derived from after such Special Servicing Loan Event (to the operation extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, Consent Fees, release fees, Modification Fees, loan service transaction fees and sale of an REO Property similar fees and expenses to the extent, with respect to any such amounts, collected (to the extent permitted by Section 3.23. Except as expressly provided in Sections 6.04 (or not otherwise prohibited by) and 7.02 herein, the right allocated 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 from the related Servicing Fee any such amounts due to a related Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02; provided further that the Servicer may assign a portion of its Servicing Fee to an affiliate of the Servicer in connection with the ownership by such affiliate of the servicing rights attributable to the Mortgage Loans (provided that any right, title or interest of such affiliate in such portion of the Servicing Fee shall be subject to termination of the Servicer in accordance with the terms of the Mortgage Loan Documents or this Agreement). Additional servicing compensation , and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the form of assumption or modification Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, late payment chargesincluding assumption fees (but not assumption application fees), insufficient funds release fees, reconveyance fees Modification Fees and other ancillary fees (other than Prepayment Premiums) Consent Fees. Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be retained offset by any Modification Fees collected or earned by the Special Servicer (subject with respect to Section 3.24) the Mortgage Loan in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent such those fees have not previously been deducted from a Work-out Fee or charges are received Liquidation Fee. If the Special Servicer is terminated without cause, and it commenced the process of liquidation of the Property or Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or the Property or Foreclosed Property that was being administered by the ServicerSpecial Servicer at the time of such termination. The terminated Special Servicer and the successor Special Servicer shall also apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be entitled apportioned on the basis of the number of months the terminated Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or the Property or Foreclosed Property. For the avoidance of doubt, with respect to any of the foregoing fees that constitutes Additional Servicing Compensation and is required to be shared between the Servicer and the Special Servicer pursuant to Section 3.11(a)(iv) to withdraw from the Collection Accountterms of this Agreement, the Servicer and 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 3.12 and Section 3.24. The the Special Servicer shall be required each have the right in their sole discretion, but not any obligation, to pay all expenses incurred by it in connection with reduce or elect not to charge its servicing activities hereunder respective portion of such fee; provided that (including premiums for without the insurance required by Section 3.14, consent of the affected party) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such premiums are fee, the party that reduced or elected not paid by to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related Mortgagors or by a related Sub-Servicer, it being understood however, that payment of such premiums by fee to which the Special Servicer would have been entitled if the Servicer shall constitute Servicing Advances), servicing compensation of any Sub-had charged a fee and the Servicer and to the extent provided herein in Section 6.03, the indemnification of the Trustee, and shall not be entitled to any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to the Mortgage Loan so long as it is not a Specially Serviced Mortgage Loan and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Borrower with respect to the Specially Serviced Mortgage Loan. The Servicer and the Special Servicer shall use efforts consistent with Accepted Servicing Practices to collect from the Borrower the amount of any fees and other expenses payable by the Borrower under the Mortgage Loan Documents, including, without limitation, Borrower Reimbursable Trust Fund Expenses, including exercising all remedies available under the Mortgage Loan Documents that would be in accordance with Accepted Servicing Practices. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement therefor except for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as specifically the case may be, is reimbursed to the Trust by the Borrower Parties (to the extent the Borrower Parties are required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or the Servicer’s rights to other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee sharing arrangement) from any Person (including, without limitation, the Trust, the Borrower, the Property Manager or the Borrower Sponsors in respect of the Trust Loan or the Companion Loan(s) and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed Property or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.17; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.