Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation consideration for its activities hereunderservicing the Mortgage Loans subject to this Agreement, the Master Servicer may shall retain or withdraw from (i) the Servicing Account, the Collection Account, or the Certificate Account the relevant Servicing Fee for each Mortgage Loan for remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the related Distribution Date. Notwithstanding Servicer is the foregoingRetained Interest Holder with respect to any Mortgage Loans, then the Servicing Fee payable Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be reduced retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the lesser Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Prepayment Interest Shortfalls Servicing Fees payable to the Servicer for any month with respect to the Distribution Date and the aggregate Compensating Mortgage Loans shall be reduced by any Prepayment Interest for the Distribution DateShortfall Amount with respect to such month. The Master Servicer may retain Any Prepayment Interest Excess Amount shall be retained by, or withdraw from the Servicing Accountpaid to, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services as a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains part of the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor thereof except as specifically provided in this Agreementfor herein.

Servicing Compensation. As compensation consideration for its activities hereunderservicing the Mortgage Loans subject to this Agreement, the Master Servicer may shall retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the relevant Xxxxx Fargo Servicing Fee for each Mortgage Loan for the related Distribution Dateremaining subject to this Agreement during any month or part thereof. Notwithstanding the foregoing, the Such Xxxxx Fargo Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing servicespayable monthly. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments Ancillary Income shall be retained by the Master Servicer to the extent and is not required to be deposited in the Certificate Account pursuant to Section 3.06Custodial Account. The Master obligation of the Seller to pay the Xxxxx Fargo Servicing Fee is limited to, and the Xxxxx Fargo Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate Xxxxx Fargo Servicing Fees for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall be obligated to pay the aggregate Prepayment Interest Shortfall Amount for any month to the extent not covered by the aggregate Xxxxx Fargo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be entitled to recover any unpaid Xxxxx Fargo Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or other amounts on deposit in the Custodial Account, to the extent permitted in Section 3.04 and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor thereof except as specifically provided in this Agreementfor herein.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the The "Servicing Account, the Fee" with respect to a Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable Period shall be an amount equal to the Master Servicer shall be reduced by product of one-twelfth (1/12) of the lesser sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the Prepayment Interest Shortfalls aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to the Distribution Date Final Payment Receivables and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment any administrative fees and charges and all income net late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of any losses realized from Permitted Investments shall be retained by payments on a Receivable (the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06"Supplemental Servicing Fee"). The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the fees of Owner Trustee and the Indenture Trustee (and any Subservicercustodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, payment of any premiums for hazard insurancesubservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any Primary Insurance Policy fees and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled reimbursements for expenses paid to reimbursement therefor Lewtan Technologies, Inc.), except as specifically provided expenses incurred in this Agreementconnection with realizing upon Receivables under Section 3.3.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled to retain or withdraw from the Servicing Account, Collection Account out of each payment or recovery of interest on a Mortgage Loan included in the Collection Account, or Trust Fund an amount equal to interest at the Certificate Account the applicable Servicing Fee for each Rate on the Stated Principal Balance of the related Mortgage Loan for as of the related immediately preceding Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of any Excess Proceeds, late payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan)), modification fees, customary real estate referral fees, extension fees and similar fees payable by the Mortgagor, Prepayment Interest Excess, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments in the Collection Account shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Collection Account pursuant to Sections 3.05 or 3.12(a) hereof. In addition, the Servicer shall be entitled to income and gain from amounts on deposit in the Certificate Account during the period from the Servicer Remittance date to but not including the Business Day immediately preceding the related Distribution Date as described in Section 3.063.05(g). The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy as required by Section 3.10 hereof and maintenance of the other forms of insurance coverage required by this AgreementSection 3.10 hereof) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. In no event shall the Trustee or the Securities Administrator be liable for any Servicing Fee or for any differential between the Servicing Fee and the amount necessary to induce a successor servicer to act as successor servicer under this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges (not including Prepayment Charges) and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled out of each payment of interest on a Mortgage Loan (or portion thereof) included in the Trust Fund to retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan for the related such Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excessprepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.063.08. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. As compensation for is activities under its Servicing Agreement, each Servicer shall be entitled to retain out of each payment of interest on a Mortgage Loan (or portion thereof) included in the Trust Fund an amount equal to interest at the applicable Servicing Fee Rate on the Stated Principal Balance of the related Mortgage Loan for the period covered by such interest payment. Additional servicing compensation in the form of prepayment penalties, assumption fees and late payment charges shall be retained by the Servicers to the extent not required to be deposited in the Servicing Accounts pursuant to the related Servicing Agreement. Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities under its Servicing Agreement (including payment of any premium for hazard insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement and its Servicing Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in its Servicing Agreement and not inconsistent with this Agreement. In the event of any Prepayment Interest Shortfall, the aggregate Master Servicing Fee for such Distribution Date shall be reduced (but not below zero) by an amount equal to such Prepayment Interest Shortfall.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled out of each payment of interest on a Mortgage Loan (or portion thereof) included in the Trust Fund to retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan for the related such Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excessprepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.063.08. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. As compensation for its activities under its Servicing Agreement, each Servicer shall be entitled to retain out of each payment of interest on a Mortgage Loan (or portion thereof) included in the Trust Fund an amount equal to interest at the applicable Servicing Fee Rate on the Stated Principal Balance of the related Mortgage Loan for the period covered by such interest payment. Additional servicing compensation in the form of prepayment penalties, assumption fees and late payment charges shall be retained by the Servicers to the extent not required to be deposited in the Servicing Accounts pursuant to the related Servicing Agreement. Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities under its Servicing Agreement (including payment of any premium for hazard insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement and its Servicing Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in its Servicing Agreement and not inconsistent with this Agreement. In the event of any Prepayment Interest Shortfall, the aggregate Master Servicing Fee for such Distribution Date shall be reduced (but not below zero) by an amount equal to such Prepayment Interest Shortfall.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled to retain or withdraw from the Servicing Account, Collection Account out of each payment or recovery of interest on a Mortgage Loan included in the Collection Account, or Trust Fund an amount equal to interest at the Certificate Account the applicable Servicing Fee for each Rate on the Stated Principal Balance of the related Mortgage Loan for as of the related immediately preceding Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of any Excess Proceeds, late payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan)), modification fees, customary real estate referral fees, extension fees and similar fees payable by the Mortgagor, any Prepayment Interest Excess, assumption fees, late payment charges Excess and all income and gain net of any losses realized from Permitted Investments in the Collection Account shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Collection Account pursuant to Sections 3.05 or 3.12(a) hereof. In addition, the Servicer shall be entitled to income and gain from amounts on deposit in the Certificate Account during the period from the Servicer Remittance date to but not including the Business Day immediately preceding the related Distribution Date as described in Section 3.063.05(g). The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy as required by Section 3.10 hereof and maintenance of the other forms of insurance coverage required by this AgreementSection 3.10 hereof) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. In no event shall the Trustee be liable for any Servicing Fee or for any differential between the Servicing Fee and the amount necessary to induce a successor servicer to act as successor servicer under this Agreement.

Servicing Compensation. As compensation for its activities services hereunder, the Master Servicer may shall be entitled to retain or withdraw from interest payments on the Mortgage Loans the amounts provided for as the Servicing Account, the Collection Account, or the Certificate Account the Fee. The Servicing Fee for each in respect of a Mortgage Loan for a particular month shall become payable only upon the related Distribution Date. Notwithstanding receipt by the Servicer from the Mortgagor of the full Monthly Payment in respect of such Mortgage Loan; provided, however, that, notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls entitled to retain from recoveries with respect to the Distribution Date interest from Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and the aggregate Compensating Interest for the Distribution DateREO Disposition Proceeds any accrued but unpaid Servicing Fees. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master Any additional servicing compensation expressly provided for in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments this Agreement shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant Collection Account. In the event that Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Disposition Proceeds exceed the Unpaid Principal Balance of such Mortgage Loan plus unpaid interest accrued thereon at a per annum rate equal to Section 3.06the related Remittance Rate, the Servicer shall be entitled to retain therefrom and pay to itself any Foreclosure Profits and any accrued but unpaid Servicing Fees. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreementfor herein.

Servicing Compensation. As compensation consideration for its activities hereunderservicing the Mortgage Loans subject to this Agreement, the Master Servicer may shall retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the relevant Servicing Fee for each Mortgage Loan for the related Distribution Dateremaining subject to this Agreement during any month or part thereof. Notwithstanding the foregoing, the Such Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing servicespayable monthly. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments Ancillary Income shall be retained by the Master Servicer to the extent and is not required to be deposited in the Certificate Custodial Account. In the event that the Servicer deposits into the Custodial Account pursuant any Ancillary Income, the Servicer may withdraw such amount at any time from the Custodial Account, any provision herein to Section 3.06the contrary notwithstanding. The Master Servicing Fee is payable solely from the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate Servicing Fee for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall be entitled to recover any unpaid Servicing Fees out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds or from other funds on deposit in the Custodial Account to the extent permitted in Section 3.04 and out of amounts derived from the operations and sale of REO Property to the extent permitted by Section 3.16. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as additional compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor thereof except as specifically provided in this Agreementfor herein.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, Excess Proceeds, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or withdraw from the Servicing Accountrecoveries of interest, the Collection Account, or the Certificate Account the Master Servicing Fee for Fees with respect to each Mortgage Loan for the related Distribution Date(less any portion of such amounts retained by any Sub-Servicer). Notwithstanding the foregoingIn addition, the Servicing Fee payable to the Master Servicer shall be reduced entitled to recover unpaid Master Servicing Fees out of related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicing Fees from collections on the related Mortgage Loans, or shall provide that the Sub- Servicer be paid directly by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for collections on the related Distribution DateMortgage Loans. If To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer may shall be entitled to retain the Sub-Servicing Fee Fees for its own account as compensation for performing services. If a Subservicer directly services a that Mortgage Loan, unless the Subservicer retains the Servicing Fee, the . The Master Servicer also shall remit be entitled pursuant to Section 3.11 to receive from the Servicing Fee to the related Subservicer Custodial Account as compensation for performing services. Additional master additional servicing compensation in the form of Excess Proceedsinterest or other income earned on deposits therein, Prepayment Interest Excesssubject to Section 3.23, as well as any assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the reconveyance fees. The Master Servicer shall not be entitled to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any the premiums for any blanket policy insuring against hazard insurance, losses pursuant to Section 3.13 and any Primary Insurance Policy and maintenance servicing compensation of the other forms of insurance coverage required Sub-Servicer to the extent not retained by this Agreement) 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.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled to retain or withdraw from the Servicing Account, Collection Account out of each payment or recovery of interest on a Mortgage Loan included in the Collection Account, or Trust Fund an amount equal to interest at the Certificate Account the applicable Servicing Fee for each Rate on the Stated Principal Balance of the related Mortgage Loan for as of the related immediately preceding Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of any Excess Proceeds, late payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan)), modification fees, customary real estate referral fees, extension fees and similar fees payable by the Mortgagor, Prepayment Interest Excess, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments in the Collection Account shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate -80- Collection Account pursuant to Section 3.06Sections 3.05 or 3.12(a) hereof. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy as required by Section 3.10 hereof and maintenance of the other forms of insurance coverage required by this AgreementSection 3.10 hereof) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. In no event shall the Trustee, the Master Servicer or the Securities Administrator be liable for any Servicing Fee or for any differential between the Servicing Fee and the amount necessary to induce a successor servicer to act as successor servicer under this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or withdraw from recoveries of interest, the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for Fees with respect to each Mortgage Loan for the related Distribution Date(less any portion of such amounts retained by any Sub-Servicer). Notwithstanding the foregoingIn addition, the Servicing Fee payable to the Master Servicer shall be reduced entitled to recover unpaid Servicing Fees out of related Late 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 lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for collections on the related Distribution DateMortgage Loans. If To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer may shall be entitled to retain the Sub-Servicing Fee Fees for its own account as compensation for performing services. If a Subservicer directly services a that Mortgage Loan, unless the Subservicer retains the Servicing Fee, the . The Master Servicer also shall remit be entitled pursuant to Section 3.11 to receive from the Servicing Fee to the related Subservicer Custodial Account as compensation for performing services. Additional master additional servicing compensation in the form of Excess Proceedsinterest or other income earned on deposits therein, Prepayment Interest Excesssubject to Section 3.23, as well as any assumption fees, late payment charges and all income net of reconveyance fees. The Master Servicer shall not be entitled to retain any losses realized from Permitted Investments Prepayment Charges. Any Prepayment Charges shall be retained by the Master Servicer paid to the extent not required to be deposited in Holders of the Certificate Account pursuant to Section 3.06Class P Certificates. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any the premiums for any blanket policy insuring against hazard insurance, losses pursuant to Section 3.13 and any Primary Insurance Policy and maintenance servicing compensation of the other forms of insurance coverage required Sub-Servicer to the extent not retained by this Agreement) it), and shall not be entitled to reimbursement therefor except as specifically provided 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.

Servicing Compensation. As compensation for its activities hereunder, the Master each Servicer may shall be entitled to retain or withdraw from its Servicer Collection Account out of each payment or recovery of interest on a Mortgage Loan included in the Servicing Account, Trust Fund an amount equal to interest at the Collection Account, or the Certificate Account the applicable Servicing Fee for each Rate on the Stated Principal Balance of the related Mortgage Loan for as of the related immediately preceding Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of any Excess Proceeds, late payment fees, assumption fees (i.e., fees related to the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan)), modification fees, customary real estate referral fees, extension fees and similar fees payable by the Mortgagor, Prepayment Interest Excess, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments in the related Servicer Collection Account shall be retained by the Master applicable Servicer to the extent not required to be deposited in the Certificate Servicer Collection Account pursuant to Section 3.06Sections 3.05 or 3.12(a) hereof. The Master Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy as required by Section 3.10 hereof and maintenance of the other forms of insurance coverage required by this AgreementSection 3.10 hereof) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. In no event shall the Trustee be liable for any Servicing Fee or for any differential between the Servicing Fee and the amount necessary to induce a successor servicer to act as successor servicer under this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or withdraw from recoveries of interest, the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for Fees with respect to each Mortgage Loan for the related Distribution Date(less any portion of such amounts retained by any Sub-Servicer). Notwithstanding the foregoingIn addition, the Servicing Fee payable to the Master Servicer shall be reduced entitled to recover unpaid Servicing Fees out of related Late 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 lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for collections on the related Distribution DateMortgage Loans. If To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer may shall be entitled to retain the Sub-Servicing Fee Fees for its own account as compensation for performing services. If a Subservicer directly services a that Mortgage Loan, unless the Subservicer retains the Servicing Fee, the . The Master Servicer also shall remit be entitled pursuant to Section 3.11 to receive from the Servicing Fee to the related Subservicer Custodial Account as compensation for performing services. Additional master additional servicing compensation in the form of Excess Proceedsinterest or other income earned on deposits therein, Prepayment Interest Excesssubject to Section 3.23, as well as any assumption fees, late payment charges and all income net of reconveyance fees. The Master Servicer shall not be entitled to retain any losses realized from Permitted Investments Prepayment Charges. Any Prepayment Charges shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06Countrywide as Sub-Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any the premiums for any blanket policy insuring against hazard insurance, losses pursuant to Section 3.13 and any Primary Insurance Policy and maintenance servicing compensation of the other forms of insurance coverage required Sub-Servicer to the extent not retained by this Agreement) it), and shall not be entitled to reimbursement therefor except as specifically provided 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.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or withdraw from the Servicing Accountrecoveries of interest, the Collection Account, or the Certificate Account the Master Servicing Fee for Fees with respect to each Mortgage Loan for the related Distribution Date(less any portion of such amounts retained by any Sub-Servicer). Notwithstanding the foregoingIn addition, the Servicing Fee payable to the Master Servicer shall be reduced entitled to recover unpaid Master Servicing Fees out of related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicing Fees from collections on the related Mortgage Loans, or shall provide that the S Servicer be paid directly by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for collections on the related Distribution DateMortgage Loans. If To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer may shall be entitled to retain the Sub-Servicing Fee Fees for its own account as compensation for performing services. If a Subservicer directly services a that Mortgage Loan, unless the Subservicer retains the Servicing Fee, the . The Master Servicer also shall remit be entitled pursuant to Section 3.11 to receive from the Servicing Fee to the related Subservicer Custodial Account as compensation for performing services. Additional master additional servicing compensation in the form of Excess Proceedsinterest or other income earned on deposits therein, Prepayment Interest Excesssubject to Section 3.23, as well as any assumption fees, late payment charges and all income net of reconveyance fees. The Master Servicer or any losses realized from Permitted Investments Sub-Servicer, pursuant to a Subservicing Agreement, shall be retained by the Master Servicer entitled to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06retain any prepayment charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any the premiums for any blanket policy insuring against hazard insurance, losses pursuant to Section 3.13 and any Primary Insurance Policy and maintenance servicing compensation of the other forms of insurance coverage required Sub-Servicer to the extent not retained by this Agreement) 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.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled to retain or withdraw from the Servicing Account, the Collection Account, Account or the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to the Master Servicer shall be reduced by the lesser of an amount equal to the aggregate of the Prepayment Interest Shortfalls Shortfalls, if any, with respect to such Distribution Date; provided, however, that the reduction for any Distribution Date and shall not exceed the aggregate Compensating Interest for the such Distribution Date. The Master Servicer may shall also be entitled to retain or withdraw from the Servicing Account, the Collection Account, Account or the Certificate Account an amount equal to the Servicing Fee for each Mortgage Loan for the related Distribution Date. If In cases where a Mortgage Loan is being directly serviced by the Master Servicer directly services a Mortgage LoanServicer, the Master Servicer may shall be entitled to retain the Servicing Fee such amount for its own account as compensation for performing such services. If a Subservicer directly services In cases where a Mortgage Loan, unless the Subservicer retains the Servicing FeeLoan is being directly serviced by a Subservicer, the Master Servicer shall remit (unless the Servicing Fee has been retained by the Subservicer) remit such amount to the related Subservicer as compensation for performing such services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excessprepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities services hereunder, the Master Servicer may retain or withdraw shall be entitled to receive from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the (which Servicing Fee payable to is an expense of the Master Grantor Trust), out of which the Servicer shall be reduced by pay any subservicing fees to any Subservicer (in the lesser of the aggregate of the Prepayment Interest Shortfalls with respect event Empire Subservicer is not acting as Subservicer hereunder). Subject to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing AccountSECTION 4.05(B), the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master additional servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, prepayment penalties, modification fees, and other administrative fees, insufficient funds charges, amounts remitted pursuant to SECTION 7.01 hereof and late payment charges and all income net of any losses realized from Permitted Investments shall be retained part of the Servicing Compensation payable to the Servicer hereunder and shall be paid either by the Master Servicer retaining such additional servicing compensation prior to deposit in the extent not required Collection Account pursuant to be SECTION 5.01(B)(I) hereof or, if deposited in the Certificate Collection Account, as part of the Servicing Compensation withdrawn from the Note Payment Account pursuant to Section 3.06SECTION 5.01(C)(I) hereof. In addition, if Empire Subservicer is not the Subservicer, additional compensation attributable to the investment earnings from the Collection Account shall be part of the Servicing Compensation payable to the Servicer pursuant to SECTION 5.01(C)(I) hereof. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided for herein. The Servicer also agrees to pay pursuant to SECTION 10.02 hereof all reasonable costs and expenses incurred by any successor servicer, the Master Servicer or the Grantor Trustee in replacing the Servicer upon the resignation of the Servicer or termination of the Servicer in the event of a default by the Servicer in the performance of its duties under the terms and conditions of this Agreement, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Home Loans properly and effectively.

Servicing Compensation. The Servicer, as compensation for its activities under this Agreement, shall be entitled to retain the Servicing Fee from collections on the Mortgage Loans. The Servicing Fee for each period ending on each Distribution Date shall be reduced by an amount equal to the Compensating Interest Payment for the Distribution Date. The Servicer shall, on the Business Day immediately preceding the related Distribution Date, deposit the related Compensating Interest Payment to the Certificate Account. In addition, the Servicer shall be entitled to reimbursement for Advances and Nonrecoverable Advances, all as specified by Section 3.07. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. The Servicing Fee with respect to any Mortgage Loan will accrue on the same basis as interest accrues on the Mortgage Loan. As additional compensation for its activities hereunder, the Master Servicer may shall be entitled to retain from the Custodial Account or withdraw from the Servicing Account, the Collection Account, or the Certificate Custodial Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the Servicing Fee amounts specified in subclause (a) of Section 3.09 hereof as payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing servicesit. Additional master servicing compensation in the form of Excess Proceedsprepayment penalties, Prepayment Interest Excessfees or premiums, assumption fees, modification fees, late payment charges and all income net or otherwise or any excess interest charges payable by the Mortgagor by virtue of any losses realized from Permitted Investments default or other non-compliance by the Mortgagor with the terms of the Mortgage or any other instrument or document executed in connection therewith or otherwise shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Custodial Account pursuant to Section 3.063.07 hereof. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for Primary Mortgage Insurance Policies, if any, to the fees of any Subservicerextent such premiums are not required to be paid or have not been paid by the related Mortgagor or the related Sub-Servicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy as required by Section 3.11 hereof and maintenance of the other forms of insurance coverage required by this AgreementSection 3.11 hereof) the payment of servicing compensation to any Sub-Servicers pursuant to any Sub-Servicing Agreement and the payment of the expenses of the Trustee to the extent provided in Section 9.05, and shall not be entitled to reimbursement therefor except as specifically provided in this AgreementSections 3.09, 3.13 and 5.03 hereof.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled to retain or withdraw from the Servicing Account, Collection Account out of each payment or recovery of interest on a Mortgage Loan included in the Collection Account, or Trust Fund an amount equal to interest at the Certificate Account the applicable Servicing Fee for each Rate on the Stated Principal Balance of the related Mortgage Loan for as of the related immediately preceding Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of any Excess Proceeds, Prepayment Interest Excesslate payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage Loan upon the purchase of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan)), modification fees, late payment charges customary real estate referral fees, extension fees and similar fees 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 Master Servicer to the extent not required to be deposited in the Certificate Collection Account pursuant to Sections 3.05 or 3.12(a) hereof. In addition, the Servicer shall be entitled to income and gain from amounts on deposit in the Certificate Account during the period from the Servicer Remittance date to but not including the Business Day immediately preceding the related Distribution Date as described in Section 3.063.05(g). The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy as required by Section 3.10 hereof and maintenance of the other forms of insurance coverage required by this AgreementSection 3.10 hereof) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. In no event shall the Trustee be liable for any Servicing Fee or for any differential between the Servicing Fee and the amount necessary to induce a successor servicer to act as successor servicer under this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled to retain or withdraw from the Servicing Account, the Collection Account, Account or the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to the Master Servicer shall be reduced by the lesser of an amount equal to the aggregate of the Prepayment Interest Shortfalls Shortfalls, if any, with respect to such Distribution Date; provided, however, that the reduction for any Distribution Date and shall not exceed the aggregate Compensating Interest for the both Loan Groups for such Distribution Date. The Master Servicer may shall also be entitled to retain or withdraw from the Servicing Account, the Collection Account, Account or the Certificate Account an amount equal to the Servicing Fee for each Mortgage Loan for the related Distribution Date. If In cases where a Mortgage Loan is being directly serviced by the Master Servicer directly services a Mortgage LoanServicer, the Master Servicer may shall be entitled to retain the Servicing Fee such amount for its own account as compensation for performing such services. If a Subservicer directly services In cases where a Mortgage Loan, unless the Subservicer retains the Servicing FeeLoan is being directly serviced by a Subservicer, the Master Servicer shall remit (unless the Servicing Fee has been retained by the Subservicer) remit such amount to the related Subservicer as compensation for performing such services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excessprepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.063.08. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunderunder this Agreement, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder under this Agreement (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or withdraw from the Servicing Accountrecoveries of interest, the Collection Account, or the Certificate Account the Master Servicing Fee for Fees with respect to each Mortgage Loan for the related Distribution Date(less any portion of such amounts retained by any Sub-Servicer). Notwithstanding the foregoingIn addition, the Servicing Fee payable to the Master Servicer shall be reduced entitled to recover unpaid Master Servicing Fees out of related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicing Fees from collections on the related Mortgage Loans, or shall provide that the Sub- Servicer be paid directly by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for collections on the related Distribution DateMortgage Loans. If To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer may shall be entitled to retain the Sub-Servicing Fee Fees for its own account as compensation for performing services. If a Subservicer directly services a that Mortgage Loan, unless the Subservicer retains the Servicing Fee, the . The Master Servicer also shall remit be entitled pursuant to Section 3.11 to receive from the Servicing Fee to the related Subservicer Custodial Account as compensation for performing services. Additional master additional servicing compensation in the form of Excess Proceedsinterest or other income earned on deposits therein, Prepayment Interest Excesssubject to Section 3.23, as well as any assumption fees, late payment charges and all income net of reconveyance fees. The Master Servicer or any losses realized from Permitted Investments Sub-Servicer, pursuant to a Subservicing Agreement, shall be retained by the Master Servicer entitled to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06retain any prepayment charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any the premiums for any blanket policy insuring against hazard insurance, losses pursuant to Section 3.13 and any Primary Insurance Policy and maintenance servicing compensation of the other forms of insurance coverage required Sub-Servicer to the extent not retained by this Agreement) 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.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may shall be entitled to retain or withdraw from the Servicing Account, the Collection Account, Account or the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to the Master Servicer shall be reduced by the lesser of an amount equal to the aggregate of the Prepayment Interest Shortfalls Shortfalls, if any, with respect to such Distribution Date, but not below an amount equal to one-half of the aggregate Master Servicing Fee for such Distribution Date; provided, however, that the reduction for any Distribution Date and shall not exceed the aggregate Compensating Interest for the such Distribution Date. The Master Servicer may shall also be entitled to retain or withdraw from the Servicing Account, the Collection Account, Account or the Certificate Account an amount equal to the Servicing Fee for each Mortgage Loan for the related Distribution Date. If In cases where a Mortgage Loan is being directly serviced by the Master Servicer directly services a Mortgage LoanServicer, the Master Servicer may shall be entitled to retain the Servicing Fee such amount for its own account as compensation for performing such services. If a Subservicer directly services In cases where a Mortgage Loan, unless the Subservicer retains the Servicing FeeLoan is being directly serviced by a Subservicer, the Master Servicer shall remit (unless the Servicing Fee has been retained by the Subservicer) remit such amount to the related Subservicer as compensation for performing such services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excessprepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.063.08. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, insurance and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.this

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or withdraw from the Servicing Accountrecoveries of interest, the Collection Account, or the Certificate Account the Master Servicing Fee for Fees and Sub-Servicing Fees with respect to each Mortgage Loan for (less any portion of such amounts retained by any Sub-Servicer) and with respect to the related Distribution DateCountrywide Mortgage Loans, Prepayment Interest Excess. Notwithstanding the foregoingIn addition, the Servicing Fee payable to the Master Servicer shall be reduced entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out of related Late 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 lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for collections on the related Distribution DateMortgage Loans. If To the extent the Master Servicer directly services a Mortgage Loan, the Master Servicer may shall be entitled to retain the Sub-Servicing Fee Fees for its own account as compensation for performing services. If a Subservicer directly services a that Mortgage Loan, unless the Subservicer retains the Servicing Fee, the . The Master Servicer also shall remit be entitled pursuant to Section 3.11 to receive from the Servicing Fee to the related Subservicer Custodial Account as compensation for performing services. Additional master additional servicing compensation in the form of Excess Proceedsinterest or other income earned on deposits therein, Prepayment Interest Excesssubject to Section 3.23, as well as any assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the reconveyance fees. The Master Servicer shall not be entitled to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any the premiums for any blanket policy insuring against hazard insurance, losses pursuant to Section 3.13 and any Primary Insurance Policy and maintenance servicing compensation of the other forms of insurance coverage required Sub-Servicer to the extent not retained by this Agreement) it), and shall not be entitled to reimbursement therefor except as specifically provided 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 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.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee, Servicing Fee and any Additional Servicing Compensation payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee and any Additional Servicing Compensation for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee and any Additional Servicing Compensation for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing Compensation. As compensation for its activities hereunder, the Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date, but only from amounts available therefor with respect to the related Loan Group. Notwithstanding the foregoing, the Servicing Fee payable to the Master Servicer shall be reduced by the lesser of the aggregate of the Prepayment Interest Shortfalls with respect to the Distribution Date and the aggregate Compensating Interest for the Distribution Date. The Master Servicer may retain or withdraw from the Servicing Account, the Collection Account, or the Certificate Account the Servicing Fee for each Mortgage Loan for the related Distribution Date. If the Master Servicer directly services a Mortgage Loan, the Master Servicer may retain the Servicing Fee for its own account as compensation for performing services. If a Subservicer directly services a Mortgage Loan, unless the Subservicer retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee to the related Subservicer as compensation for performing services. Additional master servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, assumption fees, late payment charges and all income net of any losses realized from Permitted Investments shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees of any Subservicer, payment of any premiums for hazard insurance, and any Primary Insurance Policy and maintenance of the other forms of insurance coverage required by this Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.