Common use of Servicing and Other Compensation Clause in Contracts

Servicing and Other Compensation. (a) The Central Servicer, as compensation for its activities and obligations hereunder, shall be entitled to withhold (i) from each payment on account of interest on a Qualified Loan (x) the amount of interest calculated at the Servicing Fee Rate to the extent, if any, that the interest component of the payment received is in excess of interest calculated at the Net Mortgage Rate and (y) the amount, if any, of each such payment representing interest accruing on any delinquent Installment Payment with respect to which a Delinquency Advance has been made by and not reimbursed to the Central Servicer; (ii) from REO Proceeds, the amount, if any, by which the portion thereof allocable to interest is in excess of interest at the Net Mortgage Rate but not to exceed interest at the Servicing Fee Rate for the period deemed to be covered thereby; and (iii) from Net Liquidation Proceeds the amount, if any, by which such Net Liquidation Proceeds are in excess of the sum of (x) the unpaid principal balance of the related Qualified Loan together with accrued and unpaid interest thereon at the Net Mortgage Rate to the date of the final liquidation thereof and (y) any applicable Yield Maintenance Amount, but not in excess of interest calculated at the Servicing Fee Rate from the date of the last payment of fees to the Central Servicer with respect to each related Liquidated Qualified Loan. The Central Servicer shall also be entitled to additional servicing compensation in the form of assumption fees, late payment charges, interest calculated at a penalty rate (but only with respect to Installment Payments for which a Delinquency Advance is outstanding) and other service charges imposed upon Borrowers and collected from Borrowers or recovered from related Liquidation Proceeds in connection with servicing the Qualified Loans. (b) The Central Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Servicing and Other Compensation. COMPENSATING INTEREST]. (a) The Central Servicer, as compensation for its activities and obligations hereunder, shall be entitled to withhold receive on each Distribution Date the amounts provided for by CLAUSES (iIII), (IV) from each payment on account and (V) of interest SECTION 3.10(A), subject to CLAUSE (E) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Qualified Mortgage Loan-by-Mortgage Loan (x) basis. In the amount of interest calculated at the Servicing Fee Rate to the extent, if any, event that the interest component of the payment received is in excess of interest calculated at the Net Mortgage Rate and (y) the amount, if any, of each such payment representing interest accruing on any delinquent Installment Payment with respect to which a Delinquency Advance has been made by and not reimbursed to the Central Servicer; (ii) from REO Liquidation Proceeds, the amount, if any, by which the portion thereof allocable Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to interest is SECTION 3.10(A)(II)) in excess respect of interest at the Net Mortgage Rate but not to a Cash Liquidation or REO Disposition exceed interest at the Servicing Fee Rate for the period deemed to be covered thereby; and (iii) from Net Liquidation Proceeds the amount, if any, by which such Net Liquidation Proceeds are in excess of the sum of (x) the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at the related Qualified Loan together with accrued and unpaid interest thereon at the Net Mortgage Rate to Rate, the date of the final liquidation thereof and (y) any applicable Yield Maintenance Amount, but not in excess of interest calculated at the Servicing Fee Rate from the date of the last payment of fees to the Central Servicer with respect to each related Liquidated Qualified Loan. The Central Servicer shall also be entitled to additional retain therefrom and to pay to itself and/or the related Subservicer any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, interest calculated at a penalty rate investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Servicer or the Subservicer to the extent provided herein, [subject to CLAUSE (but only with respect to Installment Payments for which a Delinquency Advance is outstandingE) and other service charges imposed upon Borrowers and collected from Borrowers or recovered from related Liquidation Proceeds in connection with servicing the Qualified Loansbelow]. (bc) The Central Servicer shall be required to pay pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in SECTIONS 3.10 and 3.14. (d) The Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of the responsibilities and obligations of the Servicer under this Agreement. (e) [Notwithstanding CLAUSES (A) and (B) above, the amount of servicing compensation that the Servicer shall be entitled to receive for its activities hereunder for the one-month period ending on each Distribution Date shall be reduced (not below zero) by an amount equal to Compensating Interest (if any) for such Distribution Date and the Servicer shall not be entitled to servicing compensation to the extent of such reduction. Such reduction shall be applied during such period as follows: first, to any Servicing Fee to which the Servicer is entitled pursuant to SECTION 3.10(A)(III); second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Servicer is entitled pursuant to SECTION 3.07(C) or 4.01(B), respectively; and third, to any other compensation to which the Servicer is entitled for its activities hereunder (excluding any additional amounts payable in respect of any Nonsubserviced Mortgage Loans). To the extent that any such reduction is required on any Distribution Date, the Servicer will (i) first reduce the amount withdrawn from the Custodial Account pursuant to SECTION 3.10(A)(III); (ii) next reduce the amount withdrawn from the Custodial Account or Certificate Account pursuant to SECTION 3.07(C) or 4.01(B); and (iii) third deposit to the Certificate Account any other amounts representing compensation to which the Servicer would otherwise be entitled for its activities hereunder, but not in the aggregate more than the amount of Compensating Interest due with respect to such Distribution Date.]

Servicing and Other Compensation. (a) The Central Master Servicer, as compensation for its activities and obligations hereunder, shall be entitled to withhold receive on each Distribution Date the amounts provided for by clauses (iiii), (iv), (v) from each payment on account and (vi) of interest Section 3.10(a). The amount of servicing compensation provided for in such clauses shall be accounted for on a Qualified Mortgage Loan-by-Mortgage Loan (x) basis. Subject to Section 3.13(d), in the amount of interest calculated at the Servicing Fee Rate to the extent, if any, event that the interest component of the payment received is in excess of interest calculated at the Net Mortgage Rate and (y) the amount, if any, of each such payment representing interest accruing on any delinquent Installment Payment with respect to which a Delinquency Advance has been made by and not reimbursed to the Central Servicer; (ii) from REO Liquidation Proceeds, the amount, if any, by which the portion thereof allocable Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to interest is Section 3.10(a)(ii)) in excess respect of interest at the Net Mortgage Rate but not to a Cash Liquidation or REO Disposition exceed interest at the Servicing Fee Rate for the period deemed to be covered thereby; and (iii) from Net Liquidation Proceeds the amount, if any, by which such Net Liquidation Proceeds are in excess of the sum of (x) the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Qualified Loan together with accrued and unpaid interest thereon at the Net Mortgage Rate to Rate, the date of the final liquidation thereof and (y) any applicable Yield Maintenance Amount, but not in excess of interest calculated at the Servicing Fee Rate from the date of the last payment of fees to the Central Servicer with respect to each related Liquidated Qualified Loan. The Central Master Servicer shall also be entitled to additional retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of assumption fees, late payment charges, interest calculated at a penalty rate (but only with respect assumption fees, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to Installment Payments for which a Delinquency Advance is outstanding) and other service charges imposed upon Borrowers and collected from Borrowers or recovered from related Liquidation Proceeds in connection with servicing the Qualified Loansextent provided herein. (bc) The Central Master Servicer shall be required to pay pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.13. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement.

Servicing and Other Compensation. (a) The Central Servicer, as compensation for its activities and obligations hereunder, shall be entitled to withhold (i) from each payment on account of interest on a Qualified Loan (x) the amount of interest calculated at the Servicing Fee Rate to the extent, if any, that the interest component of the payment received is in excess of interest calculated at the Net Mortgage Rate and (y) the amount, if any, of each such payment representing interest accruing on any delinquent Installment Payment with respect to which a Delinquency Central Servicer Advance has been made by and not reimbursed to the Central Servicer; , (ii) from Net REO Proceeds, the amount, if any, by which the portion thereof allocable to interest is in excess of interest at the Net Mortgage Rate but not to exceed interest at the Servicing Fee Rate for the period deemed to be covered thereby; , and (iii) from Net Liquidation Proceeds the amount, if any, by which such Net Liquidation Proceeds are in excess of the sum of (x) the unpaid principal balance of the related Qualified Loan together with accrued and unpaid interest thereon at the Net Mortgage Rate to the date of the final liquidation thereof and (y) any applicable Yield Maintenance Amount, but not in excess of interest calculated at the Servicing Fee Rate from the date of the last payment of fees to the Central Servicer with respect to each related Liquidated Qualified Loan. The Central Servicer shall also be entitled to additional servicing compensation in the form of assumption fees, late payment charges, interest calculated at a penalty rate (but only with respect to Installment Payments for which a Delinquency Central Servicer Advance is outstanding) and other service charges imposed upon Borrowers and collected from Borrowers or recovered from related Liquidation Proceeds in connection with servicing the Qualified Loans. (b) The Central Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided in this AgreementAgreement or the applicable Central Servicing Supplement.

Servicing and Other Compensation. (a) The Central Servicer, as compensation for its activities and obligations hereunder, shall be entitled to withhold (i) from each payment receive on account of interest on a Qualified Loan (x) the amount of interest calculated at the Monthly Servicing Fee Rate pursuant to Section 2.06. Additional servicing compensation in the form of Late Payment Fees or Extension and Other Fees and any transfer of equity or assumption fees shall be retained by the Servicer to the extent, if any, that the interest component of the payment received is in excess of interest calculated at the Net Mortgage Rate and (y) the amount, if any, of each such payment representing interest accruing on extent permissible under applicable law. Prior to any delinquent Installment Payment with respect to which a Delinquency Advance has been made by and not reimbursed to the Central Servicer; (ii) from REO ProceedsSecuritization, the amount, if any, by which the portion thereof allocable to interest is in excess of interest at the Net Mortgage Rate but not to exceed interest at the Servicing Fee Rate for the period deemed to be covered thereby; and (iii) from Net Liquidation Proceeds the amount, if any, by which such Net Liquidation Proceeds are in excess of the sum of (x) the unpaid principal balance of the related Qualified Loan together with accrued and unpaid interest thereon at the Net Mortgage Rate to the date of the final liquidation thereof and (y) any applicable Yield Maintenance Amount, but not in excess of interest calculated at the Servicing Fee Rate from the date of the last payment of fees to the Central Servicer with respect to each related Liquidated Qualified Loan. The Central Servicer shall also be entitled to additional servicing compensation gain, if any, realized on the Collection Account as set forth, and to be paid in the form of assumption feesaccordance with, late payment chargesin Section 2.06 hereof, interest calculated at a penalty rate (but only provided, however, that any gain on any certificate account established with respect to Installment Payments collections received with respect to any Contracts that are governed by a Securitization shall be governed by the document terms relating to such Securitization. The Servicer shall not be reimbursed for which its costs and expenses in servicing the Contracts except as otherwise expressly provided herein. No transfer, sale pledge or other disposition of the Servicer's right to receive all or any portion of the Monthly Servicing Fee shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a Delinquency Advance is outstanding) and other service charges imposed upon Borrowers and collected from Borrowers or recovered from related Liquidation Proceeds successor Servicer in connection with servicing the Qualified Loans. assumption by such successor Servicer of the duties hereunder pursuant to Article V and all (band not a portion) of the Monthly Servicing Fee is transferred to such successor Servicer. The Central Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and immediately preceding sentence shall not be entitled deemed to reimbursement therefor except restrict the Servicer's right to outsource certain servicing functions hereunder (including the Servicer's rights under Section 2.17(b) to other Persons, as specifically provided in this Agreementlong as the Servicer shall remain solely responsible for paying such Persons.

Servicing and Other Compensation. (a) The Central Master Servicer, as compensation for its activities and obligations hereunder, shall be entitled to withhold receive on each Distribution Date the amounts provided for by clauses (iiii), (iv), (v) from each payment on account and (vi) of interest Section 3.10(a). The amount of servicing compensation provided for in such clauses shall be accounted for on a Qualified Mortgage Loan-by-Mortgage Loan (x) basis. Subject to Section 3.13(d), in the amount of interest calculated at the Servicing Fee Rate to the extent, if any, event that the interest component of the payment received is in excess of interest calculated at the Net Mortgage Rate and (y) the amount, if any, of each such payment representing interest accruing on any delinquent Installment Payment with respect to which a Delinquency Advance has been made by and not reimbursed to the Central Servicer; (ii) from REO Liquidation Proceeds, the amount, if any, by which the portion thereof allocable Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to interest is Section 3.10(a)(ii)) in excess respect of interest at the Net Mortgage Rate but not to a Cash Liquidation or REO Disposition exceed interest at the Servicing Fee Rate for the period deemed to be covered thereby; and (iii) from Net Liquidation Proceeds the amount, if any, by which such Net Liquidation Proceeds are in excess of the sum of (x) the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at the related Qualified Loan together with accrued and unpaid interest thereon at the Net Mortgage Rate to Rate, the date of the final liquidation thereof and (y) any applicable Yield Maintenance Amount, but not in excess of interest calculated at the Servicing Fee Rate from the date of the last payment of fees to the Central Servicer with respect to each related Liquidated Qualified Loan. The Central Master Servicer shall also be entitled to additional retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, interest calculated at a penalty rate (but only with respect investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to Installment Payments for which a Delinquency Advance is outstanding) and other service charges imposed upon Borrowers and collected from Borrowers or recovered from related Liquidation Proceeds in connection with servicing the Qualified Loansextent provided herein. (bc) The Central Master Servicer shall be required to pay pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.13. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement.. [TPW: NY01:613641.4] 16069-00420 10/29/97 10:50PM 54