Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 be entitled to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for Master Servicing Fee, 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 by the time of Trust from amounts held in the Certificate Account (and with respect from the related A/B Loan Custodial Account to those the extent related solely to a B Note and from the related Serviced Companion Mortgage Loan Custodial Account to the extent related solely to a Serviced Companion Mortgage Loan) or otherwise collected from the 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 to pay the Servicing Fees is limited as provided in Section 3.045.2. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Master Servicer shall be required to pay all expenses incurred to the Primary Servicer its Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicer from amounts transferred to the Master Servicer in accordance with the terms of the Primary Servicing Agreement. The Master Servicer shall be required to pay to the holders of the rights to the Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of such rights. Notwithstanding anything herein to the contrary, if any of the holders of the right to receive Excess Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as applicable, for any reason, it in connection with will continue to have the right to receive its servicing activities hereunder portion of the Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as Master Servicer or Primary Servicer hereunder. The Master Servicer shall also be entitled to reimbursement thereof the Primary Servicing Fee, which shall be payable by the Trust from amounts held in the Certificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, provided that the Primary Servicing Fee payable to the Master Servicer shall only be collected from the Mortgage Loans set forth on Schedule III, except as specifically provided for hereinin Section 8.28(b).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Xxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Xxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Xxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Xxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Xxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess 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 retained byentitled 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 paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan remaining subject or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Co-Lender Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan) including any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans, to the extent not prohibited by the related Co-Lender Agreement and that are not Specially Serviced Mortgage Loans that do not involve a Special Servicer Major Decision or a Special Servicer Non-Major Decision and 50% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent not prohibited by the related Co-Lender Agreement and that involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the Special Servicer); (ii) 100% of all assumption application fees received on any Mortgage Loans, only for which payment the Master Servicer is in fact made processing the underlying assumption related transaction (including any related Serviced Companion Loan, to the extent not prohibited by the related Co-Lender Agreement) (whether or not the consent of the entire amount Special Servicer is required) and 100% of all defeasance fees (provided that for the Monthly Payment avoidance of doubt, any such defeasance fees shall not include any Modification Fees or as otherwise provided waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement); (iii) 100% of assumption, waiver, consent and earnout fees, review fees and similar fees pursuant to Section 3.04. The obligation of 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement) which do not involve a Special Servicer for Major Decision or a Special Servicer Non-Major Decision; and (iv) 50% of all assumption, waiver, consent and earnout fees, review fees and similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any month Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement) which involve a Special Servicer Major Decision or Special Servicer Non-Major Decision (whether or not processed by the Special Servicer) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests or beneficiary statements (to the extent such beneficiary statements are prepared by the Master Servicer), fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds related to the accounts held by the Master Servicer, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Serviced Whole Loan Custodial Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. In addition, the Master Servicer shall also be entitled to retain as additional servicing compensation (other than with respect to any Prepayment Interest Shortfall Amount Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Serviced Whole Loan Custodial Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. With respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Servicing Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, Serviced Companion Loan remaining subject and REO Loan (other than the portion of any REO Loan related to this Agreement during any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of and with respect such Serviced Pari Passu Companion Loan, subject to those Mortgage Loans for which payment is in fact made the terms of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04related Intercreditor Agreement. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Master Servicer shall be required entitled to pay all expenses incurred by it in connection with its servicing activities hereunder retain, and shall not be entitled required to reimbursement thereof except as specifically provided for herein.deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor:

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer and the Subservicer shall retain (i) be paid in the aggregate the relevant Servicing Administration Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Administration Fee shall be payable monthly and (ii) Ancillary Income. In addition, if at any time retained by the Servicer is or the Retained Interest Holder with respect to any Mortgage Loans, then the ServicerSubservicer, as applicable. Additional servicing compensation in the Retained Interest Holderform of Ancillary Income shall be retained by the Subservicer only and is not required to be deposited in the Custodial Account. The obligation of the Issuer to pay the Servicing Administration Fee is limited to, 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 Servicing Administration Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments such Scheduled Payment collected by the 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 Servicer, or as otherwise provided in Section 3.044.02(e)(2). The obligation Each of the Trust Fund to pay Servicer and the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer Subservicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Administration Fee payable to or retained by the Servicer or the Subservicer, as applicable, with respect to any Due Period shall be reduced by the Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Master Servicer on the related Servicer Remittance Date. The Servicer and the Subservicer shall be obligated to remit to the Master Servicer on each Servicer Remittance Date the Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Administration Fee the Servicer and the Subservicer are entitled to receive for such Due Period.

Servicing Compensation. As consideration for servicing The Servicer shall be entitled to receive the Servicing Fee with respect to the Mortgage Loan, the Companion Loans and any Foreclosed Property payable monthly from the Collection Account from payments of interest on the Mortgage Loan or the Companion Loans or otherwise in accordance with and subject to Section 3.4(c)(iii); provided that if such collections on the Mortgage Loan and the Companion Loans are not sufficient to pay all accrued and unpaid Servicing Fees on the Whole Loan upon the final liquidation of the Whole Loan, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit with respect to the Whole Loan in accordance with Section 3.4(c)(vi). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this AgreementAgreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). In addition, the Servicer shall retain be entitled to the following items as additional servicing compensation, to the extent that such items are actually collected on the Whole Loan: (i) (x) so long as the Whole Loan is not a Specially Serviced Whole Loan, 50% of the Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and (y) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of the Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (ii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (iv) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent the Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (v) any and all amounts collected for checks returned for insufficient funds; (vi) all or a portion of charges for beneficiary statements or demands actually paid by the Borrower; (vii) if the Whole Loan is not a Specially Serviced Whole Loan, 100% of other loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits in the Collection Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each Collection Period and, further, in the case of a servicing account or Reserve Account, only to the extent such interest or other income is not required to be paid to the Borrower under applicable law or under the Loan Documents); (ix) 100% of late payment charges and net Default Interest that accrued when the Whole Loan is not a Specially Serviced Whole Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c) and (x) 100% of defeasance fees. If a Special Servicing Loan Event occurs and is continuing with respect to the Whole Loan, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during cost of any month fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) Ancillary Incomeoverhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Parties negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor special servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to Liquidated Property or any full, partial or discounted payoff of the Mortgage Loan or the Companion Loans or the liquidation of the Mortgage Loan or the Companion Loans as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with any repurchase of the Mortgage Loan (or any allocable portion thereof) by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreement or a Companion Loan under an Other Pooling and Servicing Agreement (so long as such repurchase occurs within the 90 day time period required by the Mortgage Loan Purchase Agreement for the Mortgage Loan Sellers to cure or repurchase the Mortgage Loan or a portion of the Mortgage Loan or such time period required by the Mortgage Loan Purchase Agreement relating to any Other Securitization Trust (plus any applicable extension period)), or in connection with the sale of the Mortgage Loan by the Special Servicer to the Servicer or the Special Servicer pursuant to Section 3.16 hereof. The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). Notwithstanding anything herein to the contrary, with respect to the Whole Loan and any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. The Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the extent that such items are actually collected on the Whole Loan: (i) if at any time the Whole Loan is a Specially Serviced Whole Loan or with respect to a Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period; (ii) if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Modification Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the Retained absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Fees collected during the related Collection Period and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (v) if the Whole Loan is a Specially Serviced Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (vi) if the Whole Loan is a Specially Serviced Whole Loan, all or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid by the Borrower; (vii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of other loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits in the Foreclosed Property Account (but only to the extent of the net investment earnings, if any, for each Collection Period); and (ix) 100% of late payment charges and Default Interest Holder (to the extent not applied to pay other amounts pursuant to Section 3.4(c)) that accrue when the Whole Loan is a Specially Serviced Whole Loan. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with respect the performance of its duties hereunder unless (i) the amount of such payment to any Mortgage Loans, then the Servicer or the Special Servicer, as the Retained Interest Holdercase may be, shall retain an amount equal is reimbursed to the Retained Interest relating to such Mortgage Loans; provided, that Trust Fund by the Loan Parties (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and extent the Loan Parties are required to do so under the Loan Agreement); (ii) failure of the Loan Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as a Trust Fund Expense. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to retain receive all or any portion of the Retained Interest servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or the Servicer’s right to other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is limited made to a successor Servicer or successor special servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the Retained Interest may only be retained from) Authenticating Agent. Each of the interest portion Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee (including recoveries with respect to interest from Liquidation Proceeds) that portion of the Monthly Payments collected Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees and any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer to be deposited by the Servicer with respect to those Mortgage Loans for which payment is in fact made into the Collection Account within two (2) Business Days of the entire amount receipt of such Disclosable Special Servicer Fees by the Monthly PaymentSpecial Servicer or its Affiliates. The Servicing Fee On any Distribution Date immediately following such receipt, the Special Servicer shall deliver or cause to 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable delivered to the Servicer for any month with respect on the Determination Date related to such Distribution Date, and the Servicer shall deliver to the Mortgage Loans shall be reduced Certificate Administrator, without charge, one (1) Business Day prior to the Distribution Date an electronic report which may include HTML, word or excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator, the Servicer and the Special Servicer that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any Prepayment Interest Shortfall Amount of its Affiliates, if any, with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for hereinDistribution Date.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which payment the Special Servicer’s consent or approval is in fact made of required on the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Non-Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant GMAC Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such GMAC Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest GMAC Servicing Fee is limited to (to, and the Retained Interest may only be retained GMAC Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the GMAC Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate GMAC Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid GMAC 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 paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be entitled to the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Servicing Fee shall be payable monthly as set forth below. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Servicing Fee is limited to (to, and the Retained Interest may only be retained 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 Monthly Payments Servicer. In addition, on a monthly basis, the Servicer shall submit an invoice to the Seller with respect to the Servicing Fee and the additional fees set forth on Schedule III hereto (the “Additional Fees”), and shall include a description of the fees invoiced along with reasonable backup documentation where applicable; provided, that, fifty percent (50%) of any late charges collected by the Servicer with respect in the previous month shall be deducted from each such monthly invoice. Such invoices shall be subject to those Mortgage Loans for which payment is in fact made reasonable approval by an authorized officer of the entire amount Seller, who shall promptly notify the Servicer of the Monthly Paymentany disapproved or questioned matters. The Servicing Fee Seller shall pay each invoice within thirty (30) days of receipt. Notwithstanding the foregoing, the Servicer shall be payable monthly. The Servicing Fees shall be payable only at entitled on a monthly basis to compensation equal to the time greater of and with respect to those Mortgage Loans for which payment is in fact made of (a) the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate sum of the Servicing Fee and Additional Fees payable to the Servicer for any such month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained byand (b) $5,000.00; provided, or paid tothat, if (b) is greater than (a), the Servicer as a part of shall include such difference in the Servicing Feerelated invoice submitted to the Seller for such month. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be entitled to the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. To the extent not retained or withdrawn from the Custodial Account by Servicer pursuant to Sections 3.03 and (ii) 3.04 hereof, such Servicing Fee shall be payable monthly as set forth below. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Servicing Fee is limited to (to, and the Retained Interest may only be retained 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 Monthly Payments Servicer. In addition, on a monthly basis, the Servicer shall submit an invoice to the Seller with respect to the Servicing Fee and the additional fees set forth on Schedule III hereto (the “Additional Fees”), and shall include a description of the fees invoiced along with reasonable backup documentation where applicable; provided, that, fifty percent (50%) of any late charges collected by the Servicer with respect in the previous month shall be deducted from each such monthly invoice. Such invoices shall be subject to those Mortgage Loans for which payment is in fact made reasonable approval by an authorized officer of the entire amount Seller, who shall promptly notify the Servicer of the Monthly Paymentany disapproved or questioned matters. The Servicing Fee Seller shall pay each invoice (net of amounts retained or withdrawn from the Custodial Account by Servicer pursuant to Section 3.03 or 3.04) within thirty (30) days of receipt. Notwithstanding the foregoing, the Servicer shall be payable monthly. The Servicing Fees shall be payable only at entitled on a monthly basis to compensation equal to the time greater of and with respect to those Mortgage Loans for which payment is in fact made of (a) the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate sum of the Servicing Fee and Additional Fees payable to the Servicer for any such month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained byand (b) $5,000.00; provided, or paid tothat, if (b) is greater than (a), the Servicer as a part of shall include such difference in the Servicing Feerelated invoice submitted to the Seller for such month. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time Income shall be retained by the Servicer and is not required to be deposited in the Retained Interest Holder Custodial Account. The obligation of the Seller to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to any Mortgage Loans, then interest from Liquidation proceeds) of such Monthly Payment collected by the Servicer, as . Additional servicing compensation in the Retained Interest Holder, form of Ancillary Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right to retain the Retained Interest Custodial Account. The Servicing Fee is limited to (and the Retained Interest may only be retained payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Servicing Fees for such month up to a maximum of the aggregate Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Mortgage Loans subject to this Agreementits services hereunder, the Servicer shall retain (i) be entitled to pay itself the relevant Servicer's Servicing Fee for from the gross amount of interest payments on each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected which are actually received by the Servicer with respect thereto. Additional servicing compensation in the form of non-sufficient funds check fees, assumption fees, other related administrative fees, late payment charges, Prepayment Charges (except as otherwise specified in the relevant Commitment Letter) and other similar types of ancillary fees and charges which are actually received by the Servicer may be retained by the Servicer to those Mortgage Loans for which payment is in fact made the extent not required to be deposited into the Account pursuant to the terms of this Agreement. In addition to 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid tohereunder, the Servicer as a part of shall be entitled to pay itself an REO Management Fee for each REO Property managed by the Servicing FeeServicer or its agent. The 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 thereof therefor except as specifically provided for hereinin this Agreement. The obligation of the Owner to pay the Servicing Fee is limited to, and payable solely from, the interest portion of the Monthly Payments and Late Collections collected by the Servicer with respect to such Mortgage Loan. Any Late Collections shall be applied by the Servicer in the following order of priority: (i) first to pay the expenses incurred in connection with collection of such Late Collections, (ii) second to reimburse itself for any related unpaid Servicing Fees, unpaid REO Management Fees and unreimbursed Servicing Advances and Monthly Advances and (iii) the balance to be distributed to the Owner.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for its servicing and custodial activities hereunder and reimbursement for its expenses (in the Mortgage Loans subject to this Agreementcase of Conn Appliances only) as set forth in the immediately following paragraph, the Servicer shall retain be entitled to receive a servicing fee (ithe “Servicing Fee”) as set forth in the relevant Servicing Fee for each Mortgage Loan remaining subject Transaction Documents (including, with regards to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the SST as Successor Servicer, as set forth on the Retained Interest Holder, shall retain an amount equal SST Fee Schedule) prior 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 Indenture Termination Date as described in Section 12.1 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentIndenture. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and payable, with respect to those Mortgage Loans for which payment is each Series, at the times and subject to the limitations set forth in fact made of the entire amount of Indenture; provided, that, amounts withdrawn from the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund Reserve Account may not be used to pay the Servicing Fees Fee for so long as Conn Appliances is limited as provided in Section 3.04the Servicer. The aggregate initial Servicer’s expenses include expenses incurred by the initial Servicer in connection with its activities hereunder; provided, that the initial Servicer in its capacity as such shall not be liable for any liabilities, costs or expenses of the Servicing Fees payable Receivables Trust, the Issuer, the Noteholders or the Note Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a failure to comply therewith) except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the initial Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to of its obligations under Section 6.02 hereof. In such month. Any Prepayment Interest Excess Amount shall be retained by, or paid tocase, the Servicer as a part of the Servicing Fee. The initial Servicer shall be required to pay all such expenses incurred by it in connection with for its servicing activities hereunder own account and shall not be entitled to reimbursement thereof except any payment therefor other than the Servicing Fee. The payment of the expenses of SST, as specifically provided for hereinSuccessor Servicer, which with respect to SST are set forth in the SST Fee Schedule attached to the Back-Up Servicing Agreement, shall be distributed on each Payment Date to the extent of funds available therefor in accordance with Section 5.15 of the Indenture and the SST Fee Schedule. The provisions of this Section 2.09 shall survive the termination of this Agreement and the earlier resignation or removal of the Servicer.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan remaining subject and REO Loan. As to this Agreement during each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate (in accordance with the same terms of the related Mortgage Note as are applicable to the accrual of interest at the Mortgage Rate) and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period respecting which any month and (ii) Ancillary Incomerelated interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement. The Servicer shall be payable only at pay, from its own funds, the time annual fees of each Rating Agency. Additional servicing compensation in the form of one-half of all assumption and with respect to those modification fees paid by the Mortgagor on 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable that are not Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid, and charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor, shall be retained by the Servicer and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). The Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges received on the Mortgage Loans shall be reduced (other than Specially Serviced Mortgage Loans), but only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and to the extent that all amounts then due and payable with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, the related Mortgage Loan (including interest on Advances) have been paid; (ii) interest or paid to, other income earned on deposits relating to the Servicer as a part Trust Fund in the Certificate Account and the Distribution Accounts in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each period from any Distribution Date to the immediately succeeding P&I Advance Date); and (iii) interest earned on deposits in the Servicing FeeAccount which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time Income shall be retained by the Servicer and is not required to be deposited in the Retained Interest Holder Custodial Account. The obligation of the Seller to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to any Mortgage Loans, then interest from Liquidation proceeds) of such Monthly Payment collected by the Servicer, as .] Additional servicing compensation in the Retained Interest Holder, form of Ancillary Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right to retain the Retained Interest Custodial Account. The Servicing Fee is limited to (and the Retained Interest may only be retained payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Servicing Fees for such month up to a maximum of the aggregate Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Servicing Fee out of Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Wxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Wxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Wxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Wxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Wxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Wxxxx Fargo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Wxxxx 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 paid toLiquidation Proceeds or other amounts on deposit in the Custodial Account, to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which payment the Special Servicer’s consent or approval is in fact made of required on the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Non-Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Xxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Xxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Xxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Xxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Xxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess 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 retained byentitled 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 paid to, Liquidation Proceeds or other amounts on deposit in the Servicer as a part Custodial Account to the extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As (a) In consideration for servicing its services hereunder, until the Mortgage Loans subject to this AgreementRetirement of the Securitized Utility Tariff Bonds, the Servicer shall retain receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the relevant initial principal amount of the Securitized Utility Tariff Bonds for so long as Evergy Missouri West or an Affiliate of Evergy Missouri West is the Servicer or (ii) if Evergy Missouri West or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee acting at the direction of the Holders of a majority of the Securitized Utility Tariff Bonds, provided that such fee shall not exceed 0.60% of the initial principal amount of the Securitized Utility Tariff Bonds unless such higher rate is approved by the MPSC, plus, in either case, reasonable out-of-pocket administrative expenses to cover the Servicer’s incremental costs and expenses in servicing the Securitized Utility Tariff Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitized Utility Tariff Bonds and shall be paid semi-annually with half of the Servicing Fee being paid on each Payment Date (provided that the first payment may be adjusted for a longer or shorter first Payment Period). The Servicer also shall be entitled to retain as additional compensation (i) any interest earnings on Securitized Utility Tariff Charge Payments received by the Servicer and invested by the Servicer during each Mortgage Loan remaining subject Collection Period prior to this Agreement during any month remittance to the Collection Account and (ii) Ancillary Income. In additionall late payment charges, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loansany, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loanscollected from Customers; provided, however, that (i) if the Trustee and Servicer has failed to remit the Master Servicer shall have no obligation to make payment of the Retained Interest Daily Remittance to the Servicer and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) General Subaccount of the Monthly Payments collected by any Collection Account on the Servicer with respect to those Mortgage Loans for which Business Day that such payment is in fact to be made of pursuant to Section 6.11 on more than three (3) occasions during the entire amount of period that 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to Securitized Utility Tariff Bonds are outstanding, then thereafter the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall will be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be entitled made to reimbursement thereof except as specifically provided for hereinthe date that such Daily Remittance is actually made.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) be paid in the aggregate the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Fee shall be payable monthly and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then retained by the Servicer, or as otherwise provided in Section 4.02(e)(2). The obligation of the Retained Interest HolderIssuer to pay the Servicing Fee is limited to, 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 Servicing Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments such Scheduled Payment collected by the 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 Servicer, or as otherwise provided in Section 3.044.02(e)(2). The obligation Additional servicing compensation in the form of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount Ancillary Income shall be retained by, or paid to, by the Servicer as a part of and is not required to be deposited in the Servicing FeeCustodial Account. The 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 thereof except as specifically provided for herein. The Servicing Fee payable to or retained by the Servicer with respect to any Collection Period shall be reduced by the aggregate Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Master Servicer on the related Servicer Remittance Date. The Servicer shall be obligated to remit to the Master Servicer on each Servicer Remittance Date the aggregate Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Fee the Servicer is entitled to receive for such Collection Period.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Trust Companion Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan, REO Loan and Trust Companion Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Trust Companion Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan, REO Loan or Trust Companion Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan remaining subject or Trust Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan, REO Loan or Trust Companion Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan, Trust Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan, Trust Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. In the event that the Senior Trust Advisor exercises its right to resign in the case where the only at Mortgage Loan remaining in the time of Trust is the Mortgage Loan identified as “U-Haul Self Storage Pool 5” on the Mortgage Loan Schedule pursuant to Section 3.31(r) hereto, any Senior Trust Advisor Fee payable on the next Distribution Date and each subsequent Distribution Date shall be payable to the Master Servicer. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or Trust Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan or Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement) for which payment the Special Servicer’s consent or approval is required on the Non- Specially Serviced Mortgage Loans and in fact made each of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable clauses (i) through (iv), only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan or the Trust Pari Passu Companion Loan, as applicable, during the related Due Period to the extent not required to be retained by, or paid to, as Compensating Interest Payments and (v) all Prepayment Interest Excesses collected on each Trust Subordinate Companion Loan during the Servicer related Due Period to the extent not required to be paid as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (ia) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (iib) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Aurora Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Aurora Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Aurora Servicing Fee is limited to (to, and the Retained Interest may only be retained Aurora Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Aurora Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Aurora Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Aurora 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 paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing (a) The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the Companion Loans and any REO Property payable monthly out of the Collection Account from payments of interest on the Trust Loan and the Companion Loans or Foreclosure Proceeds allocable as interest on such REO Property, as the case may be, in accordance with and subject to Section 3.4(c)(iii); provided that if such collections on the Trust Loan, the Companion Loans, or REO Property are not sufficient to pay all accrued and unpaid Servicing Fees on the Trust Loan, the Companion Loans or REO Property upon the final liquidation of the Mortgage Loans subject Loan or REO Property, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit with respect to the Mortgage Loan or REO Property in accordance with Section 3.4(c)(xi). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this AgreementAgreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain certain other customary charges and fees including any late payment charges (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event)(to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, substitution fees, Modification Fees, insufficient funds fees, loan service transaction fees, consent fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement (in each case, to the extent actually received from the Borrower), release fees and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement (“Additional Servicing Compensation”); provided, however, that if consent of the Special Servicer is required, the Special Servicer shall be entitled to 50% of Modification Fees, assumption fees (but not assumption application fees), consent fees or similar fees; and provided further, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Mortgage Loan, with respect to which a default thereunder or Mortgage Loan Event of Default is continuing unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid and all interest on Advances have been paid. The Servicer shall be entitled to retain as Additional Servicing Compensation, any Prepayment Interest Excess (to the extent not offset by any Prepayment Interest Shortfalls). If a Special Servicing Loan Event occurs and is continuing with respect to the Trust Loan and Companion Loans, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during cost of any month fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) Ancillary Incomeoverhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If all existing Special Servicing Loan Events are terminated following resolution of such Special Servicing Loan Events by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than at the Default Rate) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or 107 resignation) for so long as another Special Servicing Loan Event does not occur with respect to the Mortgage Loan and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to the Liquidated Property or the liquidation of the Mortgage Loan (whether through sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with (A) a repurchase of the Trust Loan (or one of the Trust Notes) by the Trust Loan Seller pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs within the time period required by the Trust Loan Purchase Agreement), (B) the sale of the Mortgage Loan by the Special Servicer to an Interested Person pursuant to Section 3.16 hereof or (C) a purchase of the Mortgage Loan or REO Property by the Controlling Class Representative or any affiliate thereof, if at such purchase occurs within ninety (90) days after the later of (x) the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which a Mortgage Loan Event of Default occurs with respect to the Mortgage Loan. The Liquidation Fee shall be payable from, and shall be calculated using, the Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(c). If a Special Servicing Loan Event occurs and is continuing with respect to the Mortgage Loan, the Special Servicer shall also be entitled to retain as additional servicing compensation any time late payment fees (to the Servicer is extent not applied pursuant to Section 3.4(c)), Default Interest (to the Retained Interest Holder extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, Modification Fees, insufficient funds fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, actually collected from the Borrower (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the REO Account to the extent provided in this Agreement (“Additional Special Servicing Compensation”). Notwithstanding the foregoing, in the event that the Mortgage LoansLoan has become a Specially Serviced Loan solely due to the failure to pay a Balloon Payment and the Mortgage Loan is refinanced on or before the date that is nine (9) months after the Maturity Date, then the Special Servicer shall be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower and not otherwise from the proceeds of the Mortgage Loan or REO Property. Notwithstanding anything herein to the contrary, with respect to the Mortgage Loan and any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees earned and received by the Special Servicer within the prior twenty four (24) months (determined as of the closing date of the workout or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any modification, restructure, extension, waiver, amendment or workout of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. The Special Servicer shall use reasonable efforts to collect the amount of any Borrower Reimbursable Trust Expenses from the Borrower pursuant to the Loan Documents, 108 including exercising all remedies available under the Loan Documents that would be in accordance with the Accepted Servicing Practices. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the Retained Interest Holdercase may be, shall retain an amount equal is reimbursed to the Retained Interest relating to such Mortgage Loans; provided, that Trust Fund by the Borrower (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and extent the Borrower is required to do so under the Loan Agreement); (ii) failure of the Borrower to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest receive all or any portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Fee (or the Special Servicer’s right to receive all or any portion of the Servicer Special Servicing Fee) or other servicing compensation provided for any month with respect to the Mortgage Loans herein shall be reduced by made, and any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount attempted transfer, sale, pledge or other disposition shall be retained byvoid, unless such transfer is made to a successor Servicer or paid tosuccessor Special Servicer, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, the Borrower, the Manager, the Sponsor or indemnitor in respect of the Mortgage Loan and any purchaser of the Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing activities hereunder and shall duties under this Agreement, other than as expressly provided in this Section 3.17; provided that such prohibition will not be entitled apply to reimbursement thereof except as specifically provided for hereinthe Permitted Special Servicer/Affiliate Fees.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans provided that such modifications, waivers, extensions or amendments are not Major Decisions or Special Servicer Decisions (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; provided, however, that 50% of the portion of any fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which payment is in fact made the consent of the entire amount Special Servicer is required under Section 3.20(i) hereof shall be paid by the Master Servicer to the Special Servicer; (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Monthly Payment or Special Servicer is not required to take such actions, (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) as otherwise provided in to which the Special Servicer exercised its approval rights pursuant to Section 3.04. The obligation 3.08, and (v) 50% of all fees related to Major Decisions with respect to Non-Specially Serviced Mortgage Loans and 50% of all fees related to Special Servicer Decisions processed by the Master Servicer with the prior consent of the Trust Fund to pay the Servicing Fees is limited Special Servicer as provided for in Section 3.04. The aggregate the definition of the Servicing Fees payable Special Servicer Decision, but only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding the foregoing, the Master Servicer shall not be entitled to any additional servicing compensation in the form of fees earned with respect to the processing of any Special Servicer Decision performed solely by the Special Servicer. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this AgreementLoans, the Owner shall pay the Servicer shall retain (i) the relevant applicable Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time Other Fees the Servicer is entitled to each month. The obligation of the Retained Interest Holder Owner to pay the Servicing Fee and Other Fees with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal regard to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer Loans shall have no obligation to make payment be irrespective 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those on the Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentLoans. The Servicing Fee Servicer shall be payable monthly. The Servicing Fees shall be payable only at deliver to the time Owner on the tenth (10th) calendar day of and with respect to those Mortgage Loans for which payment each month or, if the 10th day is in fact made of not a Business Day, the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay next succeeding Business Day, an invoice setting forth the Servicing Fees is limited as provided in Section 3.04. The aggregate of the and Other Fees, including accrued and unpaid Servicing Fees payable to the Servicer for any month and Other Fees, with respect to the Mortgage Loans serviced by the Servicer during the preceding calendar month, and the Owner shall pay such invoice via wire transfer (in accordance with written instructions to be provided by the Servicer) no later than the related Distribution Date. With respect to amounts due to the Servicer that remain unpaid after the Distribution Date pursuant to this section, interest shall be reduced due on such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by any Prepayment Interest Shortfall Amount applicable law. Such interest shall be paid on the date such late payment is made and shall cover the period commencing with respect the day following the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive. The Servicer shall be entitled to deduct such monthunpaid amounts due to Servicer on the Remittance Date following the Distribution Date that such amounts were due if Owner has not already made payment. Any Prepayment Interest Excess Amount Additional servicing compensation in the form of Ancillary Income shall be retained by, or paid to, by the Servicer as a part of to the Servicing Feeextent not required to be deposited in the Custodial Account. The 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 thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer can not add on a processing, or review fee or any additional fee, xxxx up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Servicing Agreement, the Servicer and the Owner shall use best efforts to work together in good faith to resolve such dispute within a time period that is reasonable in the context of the cause of the dispute. Except in the case of a monetary error, the Owner and the Servicer shall both work together in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days from the date the error was uncovered. With respect to amounts due a party after the tenth (10th) Business Day after the date the error was uncovered, interest shall be due on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%) but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid on the date such late payment is made and shall cover the period commencing with the day following the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive.

Servicing Compensation. As consideration compensation for servicing the Mortgage Loans subject to this Agreementits services hereunder, the Servicer shall retain (i) be entitled to the relevant fees specified in the Servicing Fee for each Mortgage Loan remaining subject Schedule detailed on Exhibit D to this Agreement. Such fees shall be payable monthly by Servicer’s debit of such fees from the Custodial Account. Notwithstanding anything in this Agreement during any month and (ii) Ancillary Income. In additionto the contrary, if at any time the Servicer is unable to withdraw the Retained Interest Holder with respect to full amount of the Servicing Fee from the Custodial Account in any Mortgage Loansmonth, then the Servicer, as the Retained Interest Holder, shall retain an outstanding 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 Servicing Fee due to the Servicer shall be due and (ii) payable by the Servicer’s right related Owner to retain the Retained Interest is limited to (Servicer in immediately available funds and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by related Owner shall pay the Servicer with respect to those Mortgage Loans for which payment is in fact made such outstanding amount within twenty (20) Business Days of the entire amount presentation of the Monthly Paymentan invoice therefor. The Servicing Fee All servicing compensation shall be payable monthly. The Servicing Fees , in arrears, and all servicing compensation shall be payable only at fully earned if the time of and with respect to those Mortgage Loans Loan is serviced for which payment is in fact made any portion of the entire amount month and shall not be prorated on a per diem basis. Additional servicing compensation in the form of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount Ancillary Income shall be retained by, or paid toby the Servicer. Except as specifically provided for herein, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (other than Servicing Advances or Expenses) and shall not be entitled to reimbursement thereof except as specifically provided thereof. If a Mortgage Loan transitions into a different category for hereinpurposes of the Servicing Fee during a month, the Servicing Fee will be based on the status of the Mortgage Loan at the end of such month (based on the MBA Methodology) (or the end of the prior month if the Mortgage Loan is liquidated, paid in full, or transferred out during the month). Notwithstanding anything set forth to the contrary in this Agreement, the parties hereby acknowledge and agree that, delinquency status with respect to determining the Servicer’s compensation and Servicing Fee hereunder shall be determined using the MBA Methodology.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which payment the Special Servicer’s consent or approval is in fact made of required on the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Non-Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this AgreementLoans, the Servicer shall be entitled to retain (i) from the relevant monthly remittance to Owner the applicable Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Other Fees Servicer is the Retained Interest Holder with respect entitled to any Mortgage Loans, then the 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 each month. The obligation to make payment of the Retained Interest Owner to the Servicer pay, and (ii) the Servicer’s right to retain withdraw or retain, the Retained Interest is limited Servicing Fee and Other Fees with regard to (and the Retained Interest may only such Mortgage Loan shall be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) irrespective of the Monthly Payments collected by the Servicer with respect on such Mortgage Loan. To the extent the Servicer is unable to those Mortgage Loans for which payment is in fact made of pay itself the entire amount of the Monthly Payment. The accrued and unpaid Servicing Fee and Other Fees from interest payment on the Mortgage Loans, the Servicer shall be payable monthly. The Servicing Fees entitled to xxxx Owner for the shortfall each month and Owner 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to reimburse the Servicer for any month with respect to within five (5) Business Days of receipt of such invoice. Additional servicing compensation in the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount form of Ancillary Income shall be retained by, or paid to, by the Servicer as a part of to the Servicing Feeextent not required to be deposited in the Custodial Account. The 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 thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer can not add on a processing, or review fee or any additional fee, xxxx up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by Servicer or Owner hereunder during the course of this Agreement, Servicer and Owner shall use best efforts to work together in good faith to resolve such dispute within a time period that is reasonable in the context of the cause of the dispute. Except in the case of a monetary error, Owner and Servicer shall both work together in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days from the date the error was uncovered. With respect to amounts due a party after the tenth (10th) Business Day after the date the error was uncovered, interest shall be due on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%) but in no event greater than the maximum amount permitted by Applicable Law. Such interest shall be paid on the date such late payment is made and shall cover the period commencing with the day following the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Companion Loan and REO Loan (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and the Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). The Master Servicer shall be payable only at entitled to retain, and shall not be required to deposit in the time of and Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (whether or not the consent of the Special Servicer is required) and all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans for which payment the Special Servicer’s consent or approval is in fact made of required on the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Non-Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. (a) As consideration for servicing the Mortgage Collateral Interests and Commercial Real Estate Loans subject to this Agreement, the Servicer shall retain (i) the relevant be entitled to a Servicing Fee for each Mortgage Collateral Interest and each Companion Participation related to a Serviced Commercial Real Estate Loan (including without limitation a Specially Serviced Loan, a REO Loan and Non-Serviced Collateral Interest (including the Issuer’s interest in any REO Property related to a Non-Serviced Collateral Interest)) remaining subject to this Agreement during any calendar month or part thereof; provided that any Servicing Fee payable in respect of a Companion Participation and (ii) Ancillary Income. In addition, if at the related Companion Participation Holder’s interest in any time related REO Property shall only be paid from collections in respect of the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating related Commercial Real Estate Loan that are allocated 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentCompanion Participation. The Servicing Fee shall be payable monthly. The Servicing Fees monthly on the Remittance Date (or earlier pursuant to the related Participation Agreement) of each month and shall be payable only at computed on the time basis of the outstanding principal balance of the related Collateral Interest or on the Companion Participation as of the first Business Day following the Determination Date in the immediately preceding calendar month and for the period with respect to those Mortgage Loans for which any related interest payment on the related Collateral Interest or on the Companion Participation or distribution on the related Collateral Interest or on the Companion Participation is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04computed. The obligation Servicer may pay itself the Servicing Fee on the Remittance Date (or earlier pursuant to the related Participation Agreement) of each month from amounts on deposit in the Trust Fund Collection Account or the Participated Loan Collection Account, as applicable, or such other funds permitted under the related Participation Agreement. To the extent that amounts on deposit in the Collection Account or the Participated Loan Collection Account, as applicable, on the Remittance Date are insufficient to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of Fee allocated to any Commercial Real Estate Loan or related REO Loan, the Servicing Fees payable Issuer shall pay any such shortfall to the Servicer for any month with respect within ten (10) Business Days after the Issuer’s receipt of an itemized invoice therefor. The right to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of receive the Servicing Fee. The Servicer shall Fee may not be required to pay all expenses incurred by it transferred in whole or in part except in connection with its (i) delegation in respect of servicing activities hereunder of a Commercial Real Estate Loan in respect of which there is a Companion Participation to a sub-servicer, which sub-servicer or an affiliate of such sub-servicer is also the servicer under the related A-1 Participation Servicing Agreement, or (ii) the transfer of all of the Servicer’s responsibilities and shall not be entitled obligations under and as permitted pursuant to reimbursement thereof except as specifically provided for hereinthis Agreement.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Companion Loan and REO Loan (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and the Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to the Legacy Place Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of the Legacy Place Pari Passu Companion Loan, subject to the terms of the Legacy Place Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (whether or not the consent of the Special Servicer is required) and all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans for which payment the Special Servicer’s consent or approval is in fact made of required on the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Non-Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Companion Loan and REO Loan (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling and Servicing Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans provided that such modifications, waivers, extensions or amendments are not Major Decisions or Special Servicer Decisions (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; provided, however, that 50% of the portion of any fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which payment is in fact made the consent of the entire amount Special Servicer is required under Section 3.20(i) hereof shall be paid by the Master Servicer to the Special Servicer; (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Monthly Payment or Special Servicer is not required to take such actions, (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) as otherwise provided in to which the Special Servicer exercised its approval rights pursuant to Section 3.04. The obligation 3.08, and (v) 50% of all fees related to Major Decisions with respect to Non-Specially Serviced Mortgage Loans and 50% of all fees related to Special Servicer Decisions processed by the Master Servicer with the prior consent of the Trust Fund to pay the Servicing Fees is limited Special Servicer as provided for in Section 3.04. The aggregate the definition of the Servicing Fees payable Special Servicer Decision, but only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced by any Prepayment Interest Shortfall Amount entitled to retain as additional servicing compensation (other than with respect to such month. Any Prepayment Interest Excess Amount shall be retained bya Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or paid todemands, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it fees in connection with its servicing activities hereunder defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be entitled required to reimbursement thereof except as specifically provided for herein.deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and each REO Loan. As to this Agreement during any each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the same interest accrual basis as that Mortgage Loan, which will be either a 30/360 Basis or an Actual/360 Basis (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or an REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time the Servicer is the Retained Interest Holder The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or any REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or any REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a Trust Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted by Section 3.05(a). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement or the transfer of all or a portion of the Master Servicer's right to receive the Excess Servicing Strip. Notwithstanding anything herein to the contrary, KRECM (and its successors and assigns) may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip (in any event, in whole as to the entire Mortgage Pool but not in part); provided that any assignee or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); and provided, further, that no transfer, sale, pledge or other assignment of the Excess Servicing Strip shall be made unless that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws; and provided, further, that in the event of any resignation or termination of KRECM in its capacity as the Master Servicer, all or any portion of the Excess Servicing Strip may be reduced by the Trustee through a reduction in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and that requires market rate servicing compensation (including compensation necessary to pay primary servicing fees and Broker Strips) that accrues at a per annum rate in excess of the sum of (i) 0.01% (one basis point) per annum, (ii) the primary servicing fee rate, if any, for such Mortgage Loan or REO Loan and (iii) with respect to any Broker Strip Loan, the Broker Strip Rate for such Broker Strip Loan. KRECM and each holder of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Strip shall, and KRECM hereby agrees, and each such holder of the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Strip effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee, the Fiscal Agent, the Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep all information relating to the Trust and the Trust Fund and made available to it by the Master Servicer confidential (except as permitted pursuant to clause (iii) below or, in the case of the Master Servicer, as contemplated hereby in the performance of its duties and obligations hereunder), (ii) not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder's auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Strip if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons' auditors, legal counsel and regulators. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person then acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to those any Mortgage Loans for which payment is in fact made Loan or REO Loan, as the case may be, the portion of the entire amount Excess Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of the Monthly Payment or as otherwise Excess Servicing Strip within one Business Day following the payment of such Master Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided by such holder in Section 3.04writing to the Master Servicer. The obligation holder of the Trust Fund to Excess Servicing Strip shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. The Master Servicer shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., KRECM or any such third party) at such time and to the extent the Master Servicer is entitled to receive payment of its Master Servicing Fees is limited hereunder, notwithstanding any resignation or termination of KRECM hereunder (subject to reduction as provided above and in Section 3.04the next paragraph). The aggregate of In the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained byevent that KRECM is terminated or resigns as Master Servicer, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with (and its servicing activities hereunder successors and shall not assigns) will be entitled to reimbursement thereof retain the Excess Servicing Strip, except to the extent that any portion of such Excess Servicing Strip is needed (as specifically provided determined by the Trustee in its sole discretion) to compensate any replacement Master Servicer for hereinassuming the duties of KRECM under this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, each Companion Loan remaining subject and REO Loan. As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Companion Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or Companion Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, then the Servicer, as the Retained Interest Holder, Companion Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Trust Fund Servicer's duties and obligations hereunder to pay a successor servicer in accordance with the Servicing Fees is limited as provided in Section 3.04terms hereof). The aggregate Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of modification, waiver and consent fees pursuant to Section 3.08(f), provided the consent of the Servicing Fees payable Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) on the Non-Specially Serviced Mortgage Loans, to the Servicer extent that such fees are paid by the Mortgagor and for any month which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges collected on Mortgage Loans shall be reduced during the period such Mortgage Loans were Non-Specially Serviced Mortgage Loans, but only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and to the extent that all interest on related Advances and all additional Trust Fund expenses (other than Special Servicing Fees) payable with respect to such month. Any Mortgage Loan have been paid since the Closing Date, (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall be retained by, or paid to, and Prepayment Shortfalls collected on the Servicer as a part of Mortgage Loans during the Servicing Feerelated Due Period. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically provided for hereinin this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and each REO Loan. As to this Agreement during any each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the same interest accrual basis as that Mortgage Loan, which will be either a 30/360 Basis or an Actual/360 Basis (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or an REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time the Servicer is the Retained Interest Holder The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or any REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or any REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a Trust Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted by Section 3.05(a). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement or the transfer of all or a portion of the Master Servicer's right to receive the Excess Servicing Strip. Notwithstanding anything herein to the contrary, KRECM (and its successors and assigns) may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip (in whole but not in part); provided that any assignee or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); and provided, further, that no transfer, sale, pledge or other assignment of the Excess Servicing Strip shall be made unless that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws; and provided, further, that in the event of any resignation or termination of KRECM in its capacity as the Master Servicer, all or any portion of the Excess Servicing Strip may be reduced by the Trustee through a reduction in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and that requires market rate servicing compensation that accrues at a per annum rate in excess of the sum of the sum of (i) 0.01% (one basis point) per annum, (ii) the primary servicing fee rate, if any, for such Mortgage Loan or REO Loan and (iii) with respect to any Broker Strip Loan, the Broker Strip Rate for such Broker Strip Loan. KRECM and each holder of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Strip shall, and KRECM hereby agrees, and each such holder of the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Strip effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee, the Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep all information relating to the Trust and the Trust Fund and made available to it by the Master Servicer confidential (except as permitted pursuant to clause (iii) below or, in the case of the Master Servicer, as contemplated hereby in the performance of its duties and obligations hereunder), (ii) not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder's auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Strip if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons' auditors, legal counsel and regulators. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person then acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to those any Mortgage Loans for which payment is in fact made Loan or REO Loan, as the case may be, the portion of the entire amount Excess Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of the Monthly Payment or as otherwise Excess Servicing Strip within one Business Day following the payment of such Master Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided by such holder in Section 3.04writing to the Master Servicer. The obligation holder of the Trust Fund to Excess Servicing Strip shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. The Master Servicer shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., KRECM or any such third party) at such time and to the extent the Master Servicer is entitled to receive payment of its Master Servicing Fees is limited hereunder, notwithstanding any resignation or termination of KRECM hereunder (subject to reduction as provided above and in Section 3.04the next paragraph). The aggregate of In the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained byevent that KRECM is terminated or resigns as Master Servicer, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with (and its servicing activities hereunder successors and shall not assigns) will be entitled to reimbursement thereof retain the Excess Servicing Strip, except to the extent that any portion of such Excess Servicing Strip is needed (as specifically provided determined by the Trustee in its sole discretion) to compensate any replacement Master Servicer for hereinassuming the duties of KRECM under this Agreement.

Servicing Compensation. (a) As consideration compensation for its activities hereunder, each Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, each Companion Loan and REO Loan (including Specially Serviced Mortgage Loans) that it is responsible for servicing the hereunder. As to each Mortgage Loans subject to this AgreementLoan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, then the Servicer, as the Retained Interest Holder, Companion Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.043.05(a). The obligation Except as set forth in the third paragraph of this Section 3.11(a) and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Trust Fund applicable Master Servicer's duties and obligations hereunder to pay a successor master servicer in accordance with the Servicing Fees is limited as terms of this Agreement). Each Master Servicer shall be entitled to retain, and shall not be required to deposit in its Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of modification, waiver and consent fees pursuant to Section 3.08(e), provided in Section 3.04. The aggregate the consent of the Servicing Fees payable Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and 50% of all application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all assumption, extension, earnout, waiver and consent fees pursuant to Section 3.08(a) and 3.08(b) on the Non-Specially Serviced Mortgage Loans, to the Servicer extent that such fees are paid by the Mortgagor and for any month which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, each Master Servicer shall be reduced entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in its Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a). Subject to Section 3.11(d), each Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in its Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from the prior P&I Advance Date to, but excluding, the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as Compensating Interest Payments as determined on a part of the Servicing FeeGroup basis. The Each Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of its Certificate Account and such Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, Master Servicer No. 1 may at its option assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and who requires market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. Master Servicer No. 1 shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent Master Servicer No. 1 is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Master Servicer No. 1 hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing each Serviced Loan, Servicer shall be entitled to receive the Mortgage Loans subject to this AgreementSet-up Fee, the Servicer shall retain (i) the relevant Servicing Fee and Separation Fee, as applicable, for each Mortgage any calendar month or part thereof that such Serviced Loan remaining remains subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of during such time that the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment Serviced Loan is in fact made of the entire amount of the Monthly Paymenta Specially Serviced Loan or an REO Loan). The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only monthly on the Remittance Date, and shall be computed at the time of and with respect to those Mortgage Loans for which Servicing Fee Rate using the same principal balance interest accrual basis that the related interest payment on the related Serviced Loan is in fact made of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04computed. The obligation of the Trust Fund to Servicer may pay itself the Servicing Fee (including any previously owed and unpaid Servicing Fee) on each Remittance Date from amounts collected on the related Serviced Loan. If Monthly Payments on a Serviced Loan are insufficient for such purposes, then (at Servicer’s option) (i) Servicer may collect any accrued Servicing Fee from late Monthly Payments on such Serviced Loan, (ii) Servicer may collect accrued Servicing Fees is limited as provided in Section 3.04. The aggregate of the on any Serviced Loan from general collections on other Serviced Loans, or (iii) Owner shall pay any Servicing Fees payable to the Servicer within ten (10) Business Days after Owner’s receipt of an itemized invoice therefor. As further compensation for any month with respect to the Mortgage Loans its activities hereunder, Servicer shall be reduced entitled to receive or retain any payments or collections received by any Prepayment Interest Shortfall Amount with respect to such monthit that are in the nature of Additional Servicing Compensation. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay (without reimbursement) all overhead (such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses) incurred by it in connection with its servicing activities hereunder and shall not under this Agreement except to the extent that any such cost or expense is or is deemed to be entitled a Servicing Advance or Servicing Expense pursuant to reimbursement thereof except this Agreement or as otherwise specifically provided for hereinin this Agreement.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 Trustee, the Securities Administrator 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.04 of this Agreement) of the Monthly Payments collected by the 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 Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, Companion Loan remaining subject and REO Loan (including Specially Serviced Mortgage Loans). As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and the Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). The Master Servicer shall be payable only at entitled to retain, and shall not be required to deposit in the time of and Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those the Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (whether or not the consent of the Special Servicer is required) and all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans, provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on the Non-Specially Serviced Mortgage Loans for which payment the Special Servicer’s consent or approval is in fact made of required on the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month Non-Specially Serviced Mortgage Loans (other than with respect to the Non-Serviced Mortgage Loans Loan) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to the Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Participation Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Participation Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Participation Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Participation 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 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the Servicer with respect to those Participation 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 Participation 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 Seller and the Participants to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the a Participation Mortgage Loans Loan shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan, including without limitation each Specially Serviced Mortgage Loan remaining subject and each REO Mortgage Loan. As to this Agreement during each Mortgage Loan, including without limitation each Specially Serviced Mortgage Loan and each REO Mortgage Loan, the Master Servicing Fee shall accrue on the related Stated Principal Balance of such Mortgage Loan outstanding from time to time at the applicable Master Servicing Fee Rate and shall be computed for the same period respecting which any month and (ii) Ancillary Incomerelated interest payment due or deemed due on such Mortgage Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Mortgage Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Master Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, REO Income allocable as interest on each REO Mortgage Loan and the interest portion of P&I Advances on each Mortgage Loan, including without limitation each REO Mortgage Loan. 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Master Servicer shall be required entitled to pay all expenses incurred recover unpaid Master Servicing Fees in respect of any Mortgage Loan, including without limitation each REO Mortgage Loan, out of that portion of related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Repurchase Proceeds or payments of Substitution Shortfall Amounts allocable as recoveries of interest, to the extent permitted by it Section 5.2. The Master Servicer's right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with its servicing activities hereunder the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. The Master Servicer shall not be entitled to reimbursement thereof except as specifically provided for herein.additional master servicing compensation ("ADDITIONAL MASTER SERVICING COMPENSATION") in the form of:

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. No Master Servicing Fee shall be payable with respect to this Agreement during any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time The Master Servicing Fee with respect to the Servicer is Non-Serviced Mortgage Loans will be set forth on the Retained Interest Holder Mortgage Loan Schedule. The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund Master Servicer shall be entitled to pay the recover unpaid Master Servicing Fees is limited in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) and otherwise as provided in Section 3.043.05(a)(vii). The aggregate of right to receive the Master Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall Fee may not be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, transferred in whole or paid to, the Servicer as a in part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it except in connection with its servicing activities hereunder the transfer of all of the Master Servicer’s responsibilities and shall not be entitled to reimbursement thereof except as specifically provided for hereinobligations under this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, each Companion Loan remaining subject and REO Loan. As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Companion Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or Companion Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof, except that if such asset is part of the Grace Building Whole Loan and the Grace Building Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Trust Fund Servicer's duties and obligations hereunder to pay a successor servicer in accordance with the Servicing Fees is limited as provided in Section 3.04terms hereof). The aggregate Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of modification, waiver and consent fees pursuant to Section 3.08(e), provided the consent of the Servicing Fees payable Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) and 3.08(b) on the Non-Specially Serviced Mortgage Loans, to the Servicer extent that such fees are paid by the Mortgagor and for any month which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid; provided that notwithstanding the foregoing, with respect to each Mortgage Loan set forth on Schedule 3, the percentage of the fees to be paid to the Servicer with respect to assumptions shall be reduced as set forth on such Schedule 3. In addition, the Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in subsection (d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall be retained by, or paid to, and Prepayment Shortfalls collected on the Servicer as a part of Mortgage Loans during the Servicing Feerelated Due Period. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 Trustee (if any) to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall be entitled to retain (i) or withdraw from the relevant Servicing Account, the Collection Account or the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan remaining subject for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Master Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain be reduced by an amount equal to the Retained aggregate of the Prepayment Interest relating Shortfalls, if any, with respect to such Mortgage LoansDistribution Date; provided, however, that (i) the Trustee and reduction for any Distribution Date shall not exceed the aggregate Compensating Interest for such Distribution Date. The Master Servicer shall also be entitled to retain or withdraw from the Servicing Account, the Collection Account or the Certificate Account an amount equal to the Servicing Fee for each Mortgage Loan for the related Distribution Date. In cases where a Mortgage Loan is being directly serviced by the Master Servicer, the Master Servicer shall have no obligation be entitled to make payment of retain such amount for its own account as compensation for performing such services. In cases where a Mortgage Loan is being directly serviced by a Subservicer, the Retained Interest Master Servicer shall (unless the Servicing Fee has been retained by the Subservicer) remit such amount to the Servicer related Subservicer as compensation for performing such services. Additional master servicing compensation in the form of Excess Proceeds, assumption fees, late payment charges and (ii) the Servicer’s right to retain the Retained Interest is limited to (all income and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest gain net of any losses realized from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount Permitted Investments shall be retained by, or paid to, by the Master Servicer as a part of to the Servicing Feeextent 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 thereof therefor except as specifically provided for hereinin this Agreement.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this AgreementLoans, the Owner shall pay the Servicer shall retain (i) the relevant applicable Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time Other Fees the Servicer is entitled to each month. The obligation of the Retained Interest Holder Owner to pay the Servicing Fee and Other Fees with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal regard to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer Loans shall have no obligation to make payment be irrespective 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for which payment is the calculation of any fee by reference to one or more specified amounts collected on or in fact made respect of the entire amount of the Monthly PaymentMortgage Loans). The Servicing Fee Servicer shall be payable monthly. The Servicing Fees shall be payable only at deliver to the time Owner on the tenth (10th) calendar day of and with respect to those Mortgage Loans for which payment each month or, if the 10th day is in fact made of not a Business Day, the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay next succeeding Business Day, an invoice setting forth the Servicing Fees is limited as provided in Section 3.04. The aggregate of the and Other Fees, including accrued and unpaid Servicing Fees payable to the Servicer for any month and Other Fees, with respect to the Mortgage Loans serviced by the Servicer during the preceding calendar month, and the Owner shall pay such invoice via wire transfer (in accordance with written instructions to be provided by the Servicer) no later than the related Remittance Date. With respect to amounts due to the Servicer that remain unpaid after the Remittance Date pursuant to this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such payment is made and shall be reduced by any Prepayment Interest Shortfall Amount with respect payable on the date when such payment is so made. The Servicer shall be entitled to deduct such monthunpaid amounts due to Servicer on the Remittance Date following the Remittance Date that such amounts were due if Owner has not already made payment. Any Prepayment Interest Excess Amount Additional servicing compensation in the form of Ancillary Income shall be retained by, or paid to, by the Servicer as a part of the Servicing FeeServicer. The 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 thereof except as specifically provided for herein.. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, xxxx up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be accrue on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such late payment is made and shall be payable on the date when such late payment is so made. Notwithstanding anything to the contrary contained herein, upon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or the Servicer relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions:

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, each Companion Loan remaining subject and REO Loan (including Specially Serviced Mortgage Loans). As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, then the Servicer, as the Retained Interest Holder, Companion Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Trust Fund Master Servicer's duties and obligations hereunder to pay a successor master servicer in accordance with the Servicing Fees is limited as provided in Section 3.04terms of this Agreement). The aggregate Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of the Servicing Fees payable (i) 100% of modification, waiver and consent fees pursuant to the Servicer for any month Section 3.08(e) (other than with respect to the Universal Hotel Portfolio Mortgage Loan), provided the consent of the Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and 50% of all application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all assumption, extension, earnout, waiver and consent fees pursuant to Section 3.08(a) and 3.08(b) on the Non-Specially Serviced Mortgage Loans (other than with respect to the Universal Hotel Portfolio Mortgage Loan), to the extent that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans (other than with respect to the Universal Hotel Portfolio Mortgage Loan) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to the Universal Hotel Portfolio Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained bypaid as Compensating Interest Payments, or paid to, the Servicer as determined on a part of the Servicing Feepool-wide basis. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. (a) As consideration compensation for its activities hereunder, each Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, each Companion Loan (to the extent permitted in the related Intercreditor Agreement) and REO Loan (including Specially Serviced Mortgage Loans) that it is responsible for servicing the hereunder. As to each Mortgage Loans subject to this AgreementLoan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee for each shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan remaining subject or Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or REO Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof, except that if such asset is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, as the Retained Interest Holder, applicable Servicing Fee shall retain an amount equal continue to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee accrue 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected payable by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentholder thereof as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the third paragraph of this Section 3.11(a), Sections 6.02, 6.04 and 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part. Each Master Servicer shall be payable only at the time of entitled to retain, and shall not be required to deposit in its Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those the Non-Serviced Mortgage Loans for which payment is Loans) in fact made the form of the entire amount (i) 100% of the Monthly Payment or as otherwise provided in modification, waiver and consent fees pursuant to Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month 3.08(e) with respect to the Mortgage Loans that such Master Servicer is responsible for servicing, provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer's consent is required, then the applicable Master Servicer shall be reduced entitled to 50% of such fees, (ii) 100% of all defeasance fees and 100% of any and all assumption application fees (or, in the event that (x) the Master Servicer enters into an assumption or substitution agreement pursuant to Section 3.08(a) and the related loan documents do not provide for an assumption fee in connection therewith, or (y) the proposed transfer or assumption under Section 3.08(a) is approved and/or processed but does not occur or (z) the proposed transfer or assumption under Section 3.08(a) is not approved or is denied and does not occur and, additionally, in the case of (x), (y) and (z), assumption fees are paid by the Mortgagor in connection therewith, then 50% of such assumption application fees) of all application fees received on Non-Specially Serviced Mortgage Loans that it is responsible for servicing and (iii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) and Section 3.08(b) on the Non-Specially Serviced Mortgage Loans that it is responsible for servicing, to the extent that such fees are paid by the Mortgagor and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid; provided, the applicable Master Servicer shall not be entitled to any Prepayment Interest Shortfall Amount fees for defeasances, releases or assumptions received on the Non-Serviced Mortgage Loans; provided further, that for purposes of this Section 3.11(a), the applicable Master Servicer will also be entitled to receive 50% of the assumption, waiver and consent fees pursuant to Section 3.08(a) and Section 3.08(b) on the Non-Specially Serviced Mortgage Loans if the related assumption, transfer or encumbrance is permitted without the consent of the mortgagee provided that certain conditions set forth in the related Mortgage Loan documents are satisfied.. In addition, each Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect to the Non-Serviced Mortgage Loans) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in its Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a); provided, the applicable Master Servicer shall not be entitled to any charge or fees for defeasances, releases or assumptions received on the Non-Serviced Mortgage Loans. Subject to Section 3.11(d), each Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in its Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Each Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of its Certificate Account and such Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, Master Servicer No. 1 may at its option assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and who requires market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. Master Servicer No. 1 shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent Master Servicer No. 1 is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Master Servicer No. 1 hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Trust Companion Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan, REO Loan and the Trust Companion Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Trust Companion Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan, REO Loan or Trust Companion Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan remaining subject or Trust Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan, REO Loan or Trust Companion Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan, the Trust Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan, Trust Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. In the event that the Senior Trust Advisor exercises its right to resign in the case where the only at Mortgage Loans remaining in the time Trust are either of the Mortgage Loans identified as “U-Haul Self Storage” or “Mercy Health Building” on the Mortgage Loan Schedule pursuant to Section 3.31(r) hereto, any Senior Trust Advisor Fee payable on the next Distribution Date and each subsequent Distribution Date shall be payable to the Master Servicer. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or the Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent of, and/or processing by, the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent and/or processing is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or Trust Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or the Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan or the Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement) for which payment the Special Servicer’s processing, consent or approval 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable required and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan or the Trust Companion Loan, as applicable, during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and each REO Loan. As to this Agreement during each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the same interest accrual basis as that Mortgage Loan, which will be either a 30/360 Basis or an Actual/360 Basis (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or an REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days). The foregoing sentence notwithstanding, the Master Servicing Fee shall not accrue with respect to any month and (ii) Ancillary IncomeClosing Date Deposit Mortgage Loan for the interest accrual period to which the Closing Date Deposit relates. In addition, if at any time the Servicer is the Retained Interest Holder The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or any REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or any REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a Trust Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted by Section 3.05(a). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement or the transfer of all or a portion of the Master Servicer's right to receive the Excess Servicing Strip. Notwithstanding anything herein to the contrary, Midland (and its successors and assigns) may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip (in any event, in whole as to the entire Mortgage Pool but not in part); provided that any assignee or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); and provided, further, that no transfer, sale, pledge or other assignment of the Excess Servicing Strip shall be made unless that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws; and provided, further, that in the event of any resignation or termination of Midland in its capacity as the Master Servicer, all or any portion of the Excess Servicing Strip may be reduced by the Trustee through a reduction in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and that requires market rate servicing compensation (including compensation necessary to pay primary servicing fees) that accrues at a per annum rate in excess of the sum of (i) 0.01% (one basis point) per annum, and (ii) with respect to any Mortgage Loan or REO Loan that is not primary serviced by Midland, the primary servicing fee rate, if any, for such Mortgage Loan or REO Loan. Midland and each holder of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Strip shall, and Midland hereby agrees, and each such holder of the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Strip effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee, any Fiscal Agent, the Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep all information relating to the Trust and the Trust Fund and made available to it by the Master Servicer confidential (except as permitted pursuant to clause (iii) below or, in the case of the Master Servicer, as contemplated hereby in the performance of its duties and obligations hereunder), (ii) not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder's auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Strip if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons' auditors, legal counsel and regulators. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person then acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to those any Mortgage Loans for which payment is in fact made Loan or REO Loan, as the case may be, the portion of the entire amount Excess Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of the Monthly Payment or as otherwise Excess Servicing Strip within one Business Day following the payment of such Master Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided by such holder in Section 3.04writing to the Master Servicer. The obligation holder of the Trust Fund to Excess Servicing Strip shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. The Master Servicer shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., Midland or any such third party) at such time and to the extent the Master Servicer is entitled to receive payment of its Master Servicing Fees is limited hereunder, notwithstanding any resignation or termination of Midland hereunder (subject to reduction as provided above and in Section 3.04the next paragraph). The aggregate of In the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained byevent that Midland is terminated or resigns as Master Servicer, or paid to, the Servicer as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it in connection with (and its servicing activities hereunder successors and shall not assigns) will be entitled to reimbursement thereof retain the Excess Servicing Strip, except to the extent that any portion of such Excess Servicing Strip is needed (as specifically provided determined by the Trustee in its sole discretion) to compensate any replacement Master Servicer for hereinassuming the duties of Midland under this Agreement.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and month, (ii) Ancillary IncomeIncome and (iii) any Prepayment Interest Excess Amount. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject The Issuer hereby agrees to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject pay to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as full compensation for its servicing activities hereunder and under the Retained Interest Holderother Transaction Documents and as reimbursement for any expense incurred by it in connection therewith, shall retain a servicing fee (the “Servicing Fee”) with respect to each Monthly Period, payable in arrears on the related Distribution Date, in an amount equal to the Retained Interest relating to product of 0.75% multiplied by the weighted average over such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment Monthly Period of the Retained Interest daily sums of the Aggregate Employer Balances for each Employer under the Pool Relocation Management Agreements, subject to adjustment at the direction of the Indenture Trustee (upon satisfaction of the Rating Agency Condition) to provide additional servicing compensation to any Successor Servicer if necessary to reflect then-current market rates for servicing of comparable receivables at any time that Cartus is replaced as Servicer hereunder. The share of the Servicing Fee allocable to the Servicer and (ii) holders of the Servicer’s right Notes issued from time to retain time by the Retained Interest is limited to (and Issuer under the Retained Interest may only be retained from) the interest portion (including recoveries Indenture with respect to interest from Liquidation Proceeds) of any Monthly Period shall be set forth in the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentIndenture. The Servicing Fee shall be payable monthlysolely out of Pool Collections available for such purpose pursuant to, and subject to the priority of payments set forth in, the Indenture. The Notwithstanding the preceding sentence, the portion of the Servicing Fees Fee with respect to any Monthly Period not payable out of the Pool Collections allocated to the holders of the Notes shall be payable only at out of the time Pool Collections allocable to the Issuer on the related Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the holders of and the Notes be liable for the share of the Servicing Fee with respect to those Mortgage Loans for which payment is in fact made any Payment Period to be payable out of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Pool Collections allocable to the Servicer for any month with respect to Issuer or by the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing FeeIssuer. The Servicer shall be required pay the fees and expenses of, and agrees to pay all expenses incurred by it indemnify the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar out of the Servicing Fee in connection accordance with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for hereinthe terms of the Indenture.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan remaining subject and REO Loan. As to this Agreement during each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate (in accordance with the same terms of the related Mortgage Note as are applicable to the accrual of interest at the Mortgage Rate) and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day months and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04Servicer's responsibilities and obligations under this Agreement. The aggregate Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of 100% of all assumption application fees on the Servicing Fees payable to Mortgage Loans that are not Specially Serviced Mortgage Loans and 50% of all assumption and modification fees on Mortgage Loans that are not Specially Serviced Mortgage Loans (provided, that the Servicer for any month shall be entitled to 100% of all modification fees with respect to the modifications described in Section 3.08(f)) to the extent that such fees are paid by the Mortgagor on Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount that are not Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to such monththe related Mortgage Loan (including interest on Advances) have been paid. Any Prepayment Interest Excess Amount shall be retained by, or paid toIn addition, the Servicer shall be entitled to retain as additional servicing compensation any charges for processing borrower requests, beneficiary statements or demands and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). The Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges received on the Mortgage Loans and accrued during such time as such Mortgage Loan was not a part Specially Serviced Mortgage Loan, but only to the extent actually paid by the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) and all unpaid Advances and additional Trust Fund expenses payable during the preceding 12-month period have been paid; (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account and the Distribution Accounts in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each period from any Distribution Date to the immediately succeeding P&I Advance Date) and (iii) interest earned on deposits in the Servicing FeeAccount which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. As consideration full compensation for its servicing activities hereunder and reimbursement for its expenses as set forth in the Mortgage Loans subject immediately following paragraph and for fees required to this be paid to the Administrator pursuant to the Administration Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject be entitled to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder receive a monthly servicing fee with respect to any Mortgage Loans, then Collection Period (or portion thereof) prior to the Servicer, as termination of the Retained Interest Holder, shall retain Issuer pursuant to the Indenture (the "Monthly Servicing Fee") payable in arrears on each Distribution Date in an amount equal to, with respect to each Series then outstanding, one-twelfth of the Retained Interest relating to product of the Servicing Fee Percentage for such Mortgage Loans; provided, that (i) the Trustee Series and the Master Servicer shall have no obligation to make payment sum of an allocable portion of the Retained Interest Transferor Amount and the Invested Amount of such Series, each as of the last day of the Collection Period preceding the Collection Period with respect to which the Monthly Servicing Fee is being paid. The share of the Monthly Servicing Fee allocable to each Series of Noteholders with respect to any Distribution Date (with respect to any such Series, the "Investor Monthly Servicing Fee") shall be determined and paid to the Servicer and (ii) in accordance with the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) related Indenture Supplement. The remainder of the Monthly Payments collected by the 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 paid by the Transferor, and in no event shall the Issuer, the Indenture Trustee, any Enhancement Provider or the Noteholders be payable only at liable for the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount share of the Monthly Payment or as otherwise provided in Section 3.04Servicing Fee to be paid by the Transferor. The obligation share of the Monthly Servicing Fee to be paid by the Transferor shall not be paid from the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Assets and shall be paid only to the Servicer extent that the Transferor has funds available for any month with respect that purpose. If the Transferor does not have funds available to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to make such month. Any Prepayment Interest Excess Amount shall be retained by, or paid topayment, the Servicer shall not be entitled to assert a claim against the Transferor for the unpaid amount. In the case of the Collection Period in which the Certificate Trust Termination Date occurs, the Monthly Servicing Fee and the Investor Monthly Servicing Fee shall accrue from the Certificate Trust Termination Date. The Servicer's expenses include the amounts due to the Indenture Trustee and the reasonable fees and disbursements of independent accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, however, that the Servicer shall not be liable for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including, without limitation, any Federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith), except to the extent incurred as a part result of the Servicing FeeServicer's violation of the provisions of this Agreement. The Servicer shall be required to pay all such expenses incurred by it in connection with for its servicing activities hereunder own account and shall not be entitled to reimbursement thereof except as specifically provided for hereinany payment therefor other than the Monthly Servicing Fee.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. No Master Servicing Fee shall be payable with respect to this Agreement during any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time the Servicer is the Retained Interest Holder The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund Master Servicer shall be entitled to pay the recover unpaid Master Servicing Fees is limited in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) and otherwise as provided in Section 3.043.05(a)(vii). The aggregate of right to receive the Master Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall Fee may not be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, transferred in whole or paid to, the Servicer as a in part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it except in connection with its servicing activities hereunder the transfer of all of the Master Servicer's responsibilities and shall not be entitled to reimbursement thereof except as specifically provided for hereinobligations under this Agreement.

Servicing Compensation. As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall be entitled to retain (i) or withdraw from the relevant Servicing Account, the Collection Account or the Certificate Account an amount equal to the Master Servicing Fee for each Mortgage Loan remaining subject for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master Servicing Fee and Servicing Fee payable to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Master Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain be reduced by an amount equal to the Retained aggregate of the Prepayment Interest relating Shortfalls, if any, with respect to such Mortgage LoansDistribution Date; provided, however, that (i) the Trustee and reduction for any Distribution Date shall not exceed the aggregate Compensating Interest for such Distribution Date. The Master Servicer shall also be entitled to retain or withdraw from the Servicing Account, the Collection Account or the Certificate Account an amount equal to the Servicing Fee for each Mortgage Loan for the related Distribution Date. In cases where a Mortgage Loan is being directly serviced by the Master Servicer, the Master Servicer shall have no obligation be entitled to make payment of retain such amount for its own account as compensation for performing such services. In cases where a Mortgage Loan is being directly serviced by a Subservicer, the Retained Interest Master Servicer shall (unless the Servicing Fee has been retained by the Subservicer) remit such amount to the Servicer related Subservicer as compensation for performing such services. Additional servicing compensation in the form of Excess Proceeds, prepayment penalties, assumption fees, late payment charges and (ii) the Servicer’s right to retain the Retained Interest is limited to (all income and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest gain net of any losses realized from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount Permitted Investments shall be retained by, or paid to, by the Master Servicer as a part of to the Servicing Feeextent not required to be deposited in the Certificate Account pursuant to Section 3.08. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including 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 thereof therefor except as specifically provided for hereinin this Agreement.

Servicing Compensation. (a) As consideration compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, each Companion Loan (to the extent permitted in the related Intercreditor Agreement) and REO Loan (including Specially Serviced Mortgage Loans) that it is responsible for servicing the hereunder. As to each Mortgage Loans subject to this AgreementLoan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee for each shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan remaining subject or Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or REO Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof, except that if such asset is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, as the Retained Interest Holder, applicable Servicing Fee shall retain an amount equal continue to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee accrue 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected payable by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentholder thereof as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the third paragraph of this Section 3.11(a), Sections 6.02, 6.04 and 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part. With respect to the JQH Hotel Portfolio Pari Passu Companion Loan, the Servicing Fee shall cease to accrue upon the occurrence of the JQH Hotel Portfolio Servicing Transfer Event. The Master Servicer shall be payable only at the time of entitled to retain, and shall not be required to deposit in its Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those the JQH Hotel Portfolio Mortgage Loans for which payment is Loan after the JQH Hotel Portfolio Servicing Transfer Event) in fact the form of (i) 100% of modification, waiver and consent fees on transactions made of the entire amount of the Monthly Payment or as otherwise provided in pursuant to Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month 3.08(e) with respect to the Mortgage Loans that the Master Servicer is responsible for servicing; provided the consent of the Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and 50% of all application fees received on Non-Specially Serviced Mortgage Loans that it is responsible for servicing and (iii) 50% of all assumption, extension, modification, earnout, waiver and consent fees on transactions made pursuant to Section 3.08(a), Section 3.08(b) and Section 3.20 on the Non-Specially Serviced Mortgage Loans that it is responsible for servicing, to the extent that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in its Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a); provided, the Master Servicer shall not be entitled to any Prepayment Interest Shortfall Amount charge or fees for defeasances, releases or assumptions received on the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in its Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of its Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan remaining subject or Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and all defeasance fees, (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or similar fees earned pursuant to other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions, and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which payment the Special Servicer’s consent or approval is in fact made of required on the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Non-Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Indenture 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 Issuer to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for its activities hereunder, each Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, each Companion Loan (to the extent permitted in the related Intercreditor Agreement) and REO Loan (including Specially Serviced Mortgage Loans) that it is responsible for servicing the hereunder. As to each Mortgage Loans subject to this AgreementLoan, Companion Loan and REO Loan, the Servicer shall retain (i) the relevant Servicing Fee for each shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan remaining subject or Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or REO Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof, except that if such asset is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, as the Retained Interest Holder, applicable Servicing Fee shall retain an amount equal continue to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee accrue 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected payable by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentholder thereof as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the third paragraph of this Section 3.11(a), Sections 6.02, 6.04 and 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part. Each Master Servicer shall be payable only at the time of entitled to retain, and shall not be required to deposit in its Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those the Non-Serviced Mortgage Loans for which payment is Loans) in fact the form of (i) 100% of modification, waiver and consent fees on transactions made of the entire amount of the Monthly Payment or as otherwise provided in pursuant to Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month 3.08(e) with respect to the Mortgage Loans that such Master Servicer is responsible for servicing, provided the consent of the Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and 50% of all application fees received on Non-Specially Serviced Mortgage Loans that it is responsible for servicing and (iii) 50% of all assumption, waiver and consent fees on transactions made pursuant to Section 3.08(a) and Section 3.08(b) on the Non-Specially Serviced Mortgage Loans that it is responsible for servicing, to the extent that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, each Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to the Non-Serviced Mortgage Loans) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in its Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a); provided, the applicable Master Servicer shall not be entitled to any Prepayment Interest Shortfall Amount charge or fees for defeasances, releases or assumptions received on the Non-Serviced Mortgage Loans. Subject to Section 3.11(d), each Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in its Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Each Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of its Certificate Account and such Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, Master Servicer No. 1 may at its option assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Co-Trustee) that meets the requirements of Section 6.04 and who requires market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. Master Servicer No. 1 shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent Master Servicer No. 1 is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Master Servicer No. 1 hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration The Servicer, as compensation for servicing its activities hereunder, shall be entitled to receive a fee for each Collection Period equal to (A) the Mortgage Loans subject to this Agreement, the Servicer shall retain product of (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and Rate, (ii) Ancillary Income. In addition, if at the aggregate Principal Balance of the Eligible Receivables as of the first day of such Collection Period and (iii) 1/12 plus (B) any time amounts paid by Obligors during the Servicer is related Collection Period that did not relate to principal and interest payments due on the Retained Interest Holder Receivables plus (C) with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, shall retain an amount equal each Receivable that was sold to the Retained Interest relating to such Mortgage Loans; providedBorrower during the related Collection Period, that the product of (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and Servicing Fee Rate, (ii) the Servicer’s right Principal Balance of such Receivable as of the related Transfer Date and (iii) a fraction, the numerator of which is the number of days from and including the related Transfer Date to retain and including the Retained Interest is limited to (last day of the related calendar month and the Retained Interest may only be retained from) denominator of which is the interest portion number of days in such calendar month (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment“Servicing Fee”). The Servicing Fee shall be payable monthly. The in arrears by the Borrower on each Payment Date from funds on deposit in the Collection Account in accordance with Section 3.3; provided that prior to the occurrence of a Termination Event and so long as no Servicer Event of Default shall have occurred and be continuing, the Servicer may withhold its Servicing Fees shall be Fee payable only at the time of and to it with respect to those Mortgage Loans for which payment is in fact made of any Collection Period from the entire amount of Collections to be deposited thereby into the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer Collection Account for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing FeeCollection Period. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the fees and expenses of any Subservicer) and shall not be entitled to reimbursement thereof therefor except as specifically provided hereunder; provided, however, that the Servicer shall be entitled to recover all reasonable Liquidation Expenses expended by it or for hereinits account during the related Collection Period, but only out of the Liquidation Proceeds.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 's right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation ProceedsProceeds to the extent permitted by Section 3.02 of this Agreement) of the Monthly Payments collected by the 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 Trustee to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The 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 thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, ESK Companion Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans subject and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to this Agreementeach Mortgage Loan, Companion Loan, REO Loan and ESK Companion Loan, the Servicer shall retain (i) the relevant Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, ESK Companion Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan, REO Loan or ESK Companion Loan, as the case may be, and, in connection with any partial month interest payment, for each the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan remaining subject or ESK Companion Loan or deemed to this Agreement during any month and (ii) Ancillary Incomebe due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, Companion Loan, REO Loan or ESK Companion Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the Servicer, applicable Servicing Fee shall continue to accrue and be payable as the Retained Interest Holder, shall retain an amount equal to the Retained Interest relating to if 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentEvent did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan, ESK Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan, ESK Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable only at to the time Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to those a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or ESK Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement), provided that with respect to such transactions, the consent of, and/or processing by, the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent and/or processing is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or ESK Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or ESK Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan or ESK Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement) for which payment the Special Servicer’s processing, consent or approval 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable required and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid. In addition, the Master Servicer shall be reduced entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan during the related Due Period to the extent not required to be retained by, or paid to, as Compensating Interest Payments and (v) all Prepayment Interest Excesses collected on the Servicer ESK Companion Loan during the related Due Period to the extent not required to be paid as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for hereinitself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Wxxxx Fargo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Wxxxx Fargo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Wxxxx Fargo Servicing Fee is limited to (to, and the Retained Interest may only be retained Wxxxx Fargo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Wxxxx Fargo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Wxxxx Fargo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Wxxxx 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 paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Servicing Fee is limited to (to, and the Retained Interest may only be retained Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid 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 paid to, Liquidation Proceeds to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. As consideration compensation for agreeing to perform servicing the Mortgage Loans subject to obligations under this Agreement, the Servicer shall retain (i) be entitled to receive the relevant Total Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary IncomeFee. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 Except as otherwise provided in Section 3.04. The obligation 8.01 hereof or in the Master Agreement, the Total Servicing Fee shall be paid monthly pursuant to Section 12.02 of the Trust Fund to pay Amended and Restated Indenture in an amount not less than the Monthly Servicing Fees Fee, commencing on April 12, 2000 and ending on the July 12, 2002. So long as no Servicer Event of Default has occurred and is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid tocontinuing, the Servicer as a part shall be entitled to receive the Total Servicing Fee whether or not the Servicer's obligations hereunder are terminated prior to the Scheduled Servicer Termination Date. Subject to the written approval of the Servicing Fee. The Noteholders in accordance with Section 12.02(d)(i) of the Amended and Restated Indenture, the Servicer shall also be required to pay reimbursed for all out-of-pocket expenses incurred by it in connection with its servicing activities hereunder hereunder, under the Amended and Restated Indenture and the Master Agreement, including, without limitation, the payment of fees and expenses incurred in connection with hiring subservicers and other independent contractors, providing reports to the Indenture Trustee, the Issuer and Noteholders and for reasonable costs and expenses incurred by it (including reasonable attorney's fees and expenses) in connection with the realization, attempted realization or enforcement of rights and remedies upon Defaulted Policies. In the event of a termination of the Servicer resulting from the discharge of the Amended and Restated Indenture pursuant to the terms of Section 5.02 of the Amended and Restated Indenture prior to the Scheduled Servicer Termination Date, the Servicer shall not be entitled to reimbursement thereof except due the remainder of the Total Servicing Fee then unpaid for each Payment Date through and including the Payment Date in June, 2002 as specifically if the Amended and Restated Indenture continued in force through that date, with such compensation being payable by the application of proceeds from the Trust Estate in the order provided for hereinin Section 5.02 of the Amended and Restated Indenture.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the each Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and each REO Loan master serviced by it. As to this Agreement during any each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the same interest accrual basis as that Mortgage Loan, which will be either a 30/360 Basis or an Actual/360 Basis (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or an REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time the Servicer is the Retained Interest Holder The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or any REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. Each Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or any REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a Trust Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted by Section 3.05(a). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of either Master Servicer's responsibilities and obligations under this Agreement or the transfer of all or a portion of Master Servicer No. 1's right to receive the Excess Servicing Strip. Notwithstanding anything herein to the contrary, either of Midland or Xxxxx Fargo (and its successors and assigns) may at its option assign or pledge to any third party or retain for itself the Excess Servicing Strip (in any event, in whole as to the entire portion of the Mortgage Pool serviced by it but not in part); provided that any assignee or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); and provided, further, that no transfer, sale, pledge or other assignment of the Excess Servicing Strip shall be made unless that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws; and provided, further, that in the event of any resignation or termination of Midland or Xxxxx Fargo in its capacity as a Master Servicer, all or any portion of the Excess Servicing Strip may be reduced by the Trustee through a reduction in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans that were serviced by the resigned or terminated Master Servicer to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.04 and that requires market rate servicing compensation (including compensation necessary to pay primary servicing fees) that accrues at a per annum rate in excess of the sum of (i) 0.01% (one basis point) per annum and (ii) with respect to any Serviced Mortgage Loan or Serviced REO Loan that is not primary serviced by Midland or Xxxxx Fargo, as the case may be, the primary servicing fee rate, if any, for such Mortgage Loan or REO Loan. Midland or Xxxxx Fargo, as the case may be, and each holder of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Strip shall, and each of Midland and Xxxxx Fargo hereby agrees, and each such holder of the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Strip effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee, any Fiscal Agent, the other Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep all information relating to the Trust and the Trust Fund and made available to it by the applicable Master Servicer confidential (except as permitted pursuant to clause (iii) below or, in the case of such Master Servicer, as contemplated hereby in the performance of its duties and obligations hereunder), (ii) not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder's auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Strip if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Strip or any Non-Registered Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons' auditors, legal counsel and regulators. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person then acting as Master Servicer No. 1 or Master Servicer No. 2, as the case may be, shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to those any Mortgage Loans for which payment is in fact made Loan or REO Loan, as the case may be, the portion of the entire amount Excess Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of the Monthly Payment or as otherwise Excess Servicing Strip within one Business Day following the payment of such Master Servicing Fees to such Master Servicer, in each case in accordance with payment instructions provided by such holder in Section 3.04writing to such Master Servicer. The obligation holder of the Trust Fund to Excess Servicing Strip shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. The applicable Master Servicer shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., Midland or Xxxxx Fargo, as the case may be, or any such third party) at such time and to the extent such Master Servicer is entitled to receive payment of its Master Servicing Fees is limited hereunder, notwithstanding any resignation or termination of Midland or Xxxxx Fargo, as the case may be, hereunder (subject to reduction as provided above and in Section 3.04the next paragraph). The aggregate of In the Servicing Fees payable to event that Midland or Xxxxx Fargo, as the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained bycase may be, is terminated or paid to, the Servicer resigns as a part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by Master Servicer, it in connection with (and its servicing activities hereunder successors and shall not assigns) will be entitled to reimbursement thereof retain the Excess Servicing Strip, except to the extent that any portion of such Excess Servicing Strip is needed (as specifically provided determined by the Trustee in its sole discretion) to compensate any replacement Master Servicer for hereinassuming the duties of Midland or Xxxxx Fargo, as the case may be, under this Agreement.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject The Issuer hereby agrees to this Agreement, the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject pay to this Agreement during any month and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as full compensation for its servicing activities hereunder and under the Retained Interest Holderother Transaction Documents and as reimbursement for any expense incurred by it in connection therewith, shall retain a servicing fee (the "SERVICING FEE") with respect to each Monthly Period, payable in arrears on the related Distribution Date, in an amount equal to the Retained Interest relating to PRODUCT of 0.75% MULTIPLIED BY the weighted average over such Mortgage Loans; provided, that (i) the Trustee and the Master Servicer shall have no obligation to make payment Monthly Period of the Retained Interest daily sums of the Aggregate Employer Balances for each Employer under the Pool Relocation Management Agreements, subject to adjustment at the direction of the Indenture Trustee (upon satisfaction of the Rating Agency Condition) to provide additional servicing compensation to any Successor Servicer if necessary to reflect then-current market rates for servicing of comparable receivables at any time that CMSC is replaced as Servicer hereunder. The share of the Servicing Fee allocable to the Servicer and (ii) holders of the Servicer’s right Notes issued from time to retain time by the Retained Interest is limited to (and Issuer under the Retained Interest may only be retained from) the interest portion (including recoveries Indenture with respect to interest from Liquidation Proceeds) of any Monthly Period shall be set forth in the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly PaymentIndenture. The Servicing Fee shall be payable monthlysolely out of Pool Collections available for such purpose pursuant to, and subject to the priority of payments set forth in, the Indenture. The Notwithstanding the preceding sentence, the portion of the Servicing Fees Fee with respect to any Monthly Period not payable out of the Pool Collections allocated to the holders of the Notes shall be payable only at out of the time Pool Collections allocable to the Issuer on the related Distribution Date as set forth in the Indenture or by the Issuer, and in no event shall the holders of and the Notes be liable for the share of the Servicing Fee with respect to those Mortgage Loans for which payment is in fact made any Payment Period to be payable out of the entire amount of the Monthly Payment or as otherwise provided in Section 3.04. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable Pool Collections allocable to the Servicer for any month with respect to Issuer or by the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing FeeIssuer. The Servicer shall be required pay the fees and expenses of, and agrees to pay all expenses incurred by it indemnify the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar out of the Servicing Fee in connection accordance with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for hereinthe terms of the Indenture.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to performance of its obligations under this Agreement, the Servicer shall retain be entitled to receive the Servicer Fee and the Additional Servicer Fee, if applicable, in the priority as set forth in Sections 12.02(d) and 6.08 of the Indenture. The Servicer Fee with respect to any Contract shall be paid monthly, commencing on the related Initial Payment Date and terminating on the first to occur of (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month receipt of the last Scheduled Payment and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder related Residual Proceeds with respect to any Mortgage Loansthe last remaining Contract, then the 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 (receipt of Recoveries and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month Insurance Proceeds with respect to the Mortgage Loans last remaining Contract, or (iii) the date on which the Issuer obtains a release from the Indenture Trustee for the last remaining Contract or the Issuer redeems the Notes pursuant to Article 10 of the Indenture. The Servicer Fee shall be reduced by any Prepayment Interest Shortfall Amount with respect paid to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer at the times and in the priority as a part of set forth in the Servicing FeeIndenture. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder hereunder, including, without limitation, payment of the fees and disbursements of the Independent Accountants and payment of expenses incurred in connection with distributions and reports to the Indenture Trustee, the Back-up Servicer, the Rating Agencies and Noteholders and shall not be entitled to reimbursement thereof for such expenses except as specifically provided for hereinelsewhere herein or in the Indenture; provided that the Servicer shall be entitled to withhold its reasonable costs and expenses (including reasonable attorney's fees and out-of-pocket expenses) in connection with the realization, attempted realization or enforcement of rights and remedies upon Defaulted Contracts, in calculating the amounts received as Recoveries related to such Defaulted Contracts.

Servicing Compensation. As consideration for servicing With respect to the Mortgage Loans subject to this AgreementLoans, the Primary Servicer shall retain (i) not be entitled to Additional Primary Servicing Compensation in respect of interest or other income on deposits in any account that is not maintained by the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month Primary Servicer. The Primary Certificate Accounts and (ii) Ancillary Income. In additionthe Escrow Accounts, if at any time the Servicer is the Retained Interest Holder with respect to any the Mortgage Loans, then shall be accounts maintained by the 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 Primary Servicer and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer interest and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month investment income realized with respect to the Mortgage Loans thereon shall be reduced for the exclusive benefit of the Primary Servicer, unless the Mortgage Loan documents require that such interest or other income shall be paid to the Borrower. In addition, the Primary Servicer shall be entitled to any Borrower-paid administration fees associated with any Reserve Account maintained by the Primary Servicer. The Primary Servicer shall retain all rights to the Excess Servicing Fee for the Mortgage Loans, even if (a) any Prepayment Interest Shortfall Amount Mortgage Loan or Mortgage Loans become Specially Serviced Mortgage Loans; (b) the Primary Servicer's servicing is terminated with respect to particular Mortgage Loans or (c) the Primary Servicer is in default, is terminated or resigns under this Agreement. If the Primary Servicer is unable to deduct the Excess Servicing Fee because it no longer services a Mortgage Loan or Mortgage Loans or for any other reason (other than transfer or assignment of the rights to the Excess Servicing Fee), then the Master Servicer (and any successor) shall cause the Excess Servicing Fee to be paid on the Mortgage Loans to the Primary Servicer, to the extent of any amounts received by the Master Servicer. The Primary Servicer shall be entitled to receive as additional primary servicing compensation ("Additional Primary Servicing Compensation"), the percentage specified below of the income, fee or charge described below, in each case only to the extent that such monthincome, fee or charge is actually collected by the Primary Servicer from the Borrower or earned and paid on any account: 100% of the earnings on the accounts held by the Primary Servicer, including the Escrow Accounts, and the Primary Certificate Account, to the extent not required to be paid by any Borrower. 50% of any fee associated with a Borrower request including but not limited to loan assumptions, modifications, waivers, consents and extensions relating to transactions not requiring Special Servicer consent pursuant to the PSA. 25% of any fee associated with a Borrower request (other than the non-refundable processing fee relating to assumptions and transfers) including but not limited to loan assumptions, modifications, waivers, consents and extensions relating to transactions requiring Special Servicer consent pursuant to the PSA. The Primary Servicer shall be entitled to withdraw from the Primary Certificate Account and pay to itself the Primary Servicing Fee, the Excess Servicing Fee and Additional Primary Servicing Compensation on the related Primary Servicer Remittance Date but only from the sources of funds from which such payment may be made as specified hereunder and the Pooling and Servicing Agreement. The Primary Servicer shall not be entitled to any default interest, prepayment premiums, yield maintenance charges or additional interest, including excess interest collected on any Mortgage Loan. Any Prepayment Interest Excess Amount fees, charges or miscellaneous collections not specified as payable to the Primary Servicer above are payable to the Master Servicer. Notwithstanding the preceding provisions of this Section 3.09, the Primary Servicer shall not be entitled to any Additional Primary Servicing Compensation with respect to any Mortgage Loan that has become a Specially Serviced Mortgage Loan (other than interest and investment income earned on funds in accounts maintained by the Primary Servicer) or with respect to which the Primary Servicer has been terminated as Primary Servicer hereunder; provided, however, the Primary Servicer shall be retained by, or paid to, entitled to the Servicer as a part of the Excess Servicing Fee. The Primary Servicer shall be required to pay out of its own funds, without reimbursement therefor, all overhead and general and administrative expenses incurred by it in connection with its servicing activities hereunder hereunder, including costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses. The Primary Servicer shall not also be entitled to reimbursement thereof except a portion of any late charges collected from or on behalf of any Borrower after application to any advance interest due to the Trust, on a "loan-by-loan" basis. The fee addendum hereto as specifically provided for Exhibit Q (the "Fee Addendum") is hereby incorporated by reference as if fully set forth herein. Any conflict between the provisions of this Agreement and the Fee Addendum shall be resolved in favor of the Fee Addendum.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. No Master Servicing Fee shall be payable with respect to this Agreement during any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time The Master Servicing Fee with respect to each Non-Serviced Mortgage Loan will be as set forth on the Servicer is the Retained Interest Holder Mortgage Loan Schedule. The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund Master Servicer shall be entitled to pay the recover unpaid Master Servicing Fees is limited in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) and otherwise as provided in Section 3.043.05(a)(vii). The aggregate of right to receive the Master Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall Fee may not be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, transferred in whole or paid to, the Servicer as a in part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it except in connection with its servicing activities hereunder the transfer of all of the Master Servicer's responsibilities and shall not be entitled to reimbursement thereof except as specifically provided for hereinobligations under this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan remaining subject and REO Loan. As to this Agreement during each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360 day year consisting of twelve 30-day months and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. In addition, if at any time The Servicing Fee with respect to the Servicer is Colorado Square Loan shall be an expense of the Retained Interest Holder Lower-Tier REMIC in respect of the related Loan REMIC Regular Interest. The Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04Servicer's responsibilities and obligations under this Agreement. The aggregate Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of 100% of all assumption, extension, modification and similar fees and all assumption and modification application fees on the Servicing Fees payable Mortgage Loans that are not Specially Serviced Mortgage Loans, to the Servicer for any month extent that such fees are paid by the Mortgagor on Mortgage Loans that are not Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid. In addition, the Servicer shall be entitled to retain as additional servicing compensation any charges for processing borrower requests, beneficiary statements or demands and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). The Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges received on the Mortgage Loans shall be reduced and accrued during such time as such Mortgage Loan was not a Specially Serviced Mortgage Loans, but only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid and are not needed to pay interest on Advances with respect to the related Mortgage Loan accrued since the related Due Date; (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, account for each period from any Distribution Date to the Servicer as a part of immediately succeeding P&I Advance Date) and (iii) interest earned on deposits in the Servicing FeeAccount which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. As consideration compensation for servicing its activities hereunder, the Master Servicer shall be entitled to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.6(v) or, in the alternative, the Master Servicer may retain the Servicing Fee from proceeds or collections on or with respect to Mortgage Loans subject and Mortgage Certificates prior to this Agreement, deposit of such proceeds in the Servicer shall retain (i) the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) Ancillary IncomeCollection Account. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 retain any late payment of the Retained Interest to the Servicer charges, penalty interest, substitution, assumption or modification fees and (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentother similar fees. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time of and with respect Master Servicer's rights 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 to pay the Servicing Fees is limited as provided (except for fees paid to the Subservicer pursuant to a Subservicing Agreement) may not be transferred in Section 3.04. The aggregate whole or in part except in connection with the permitted transfer of all of the Servicing Fees payable Master Servicer's responsibilities and obligations under this Agreement. As compensation for its activities hereunder, the applicable Special Servicer shall be entitled to the Special Servicer for Fee, and any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount late payment charges, penalty interest, substitution, assumption or modification fees and similar items with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer Specially Serviced Mortgaged Loans as a part of the Servicing Fee. The each such Special Servicer shall be required responsible for. The applicable Special Servicer's rights to the Special Servicer Fee may not be transferred in whole or in part except in connection with the permitted transfer of all of such Special Servicer's responsibilities and obligations under this Agreement. The Master Servicer shall pay out of its Servicing Fee any subservicing fee payable to any subservicer, and fees payable to any other person retained by the Master Servicer. The Master Servicer and the Special Servicer shall each be entitled to be reimbursed from the Collection Account for all fees and expenses of third parties incurred by it it, plus interest thereon at the Advance Rate to the date of reimbursement (including recording fees and expenses related to financing statements, continuation statements and other documents and instruments necessary to maintain the lien on each Mortgaged Property) in connection with its servicing activities hereunder (other than any subservicing fee payable to any subservicer and fees and expenses set forth in Exhibit C, which shall not be paid by the Subservicer as long as the Subservicer is LTC, or the Depositor if any other party is the Subservicer) including, without limitation, fees and expenses of attorneys, appraisers, Environmental Assessment firms, third party property managers and others (who shall have been retained by the Master Servicer or the Special Servicer, as applicable, in accordance with the servicing standard set forth in Section 3.1(a)) in connection with enforcement, collection, foreclosure, management and operation of assets of the Trust Fund and fees and expenses incurred in prosecuting and defending any litigation or adverse claims against the Trust Fund or the assets thereof, subject to the provisions of Section 6.3. The Trustee, the Master Servicer, the Subservicer and the Special Servicer, as applicable, shall be entitled to receive reimbursement thereof except as specifically provided for hereinof all P&I Advances and Servicing Advances, in each case plus interest thereon at the Advance Rate from the date such advance is made until the date of reimbursement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, Companion Loan remaining subject and REO Loan (including Specially Serviced Mortgage Loans). As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Companion Loan, as the case may be, and in the same manner as interest is calculated on the Mortgage Loans or Companion Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, then the Servicer, as the Retained Interest Holder, Companion Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the Trust Fund case of an REO Loan) allocable as recoveries of interest, to pay the extent permitted by Section 3.05(a). Except as set forth in the third paragraph of this Section 3.11(a) and Section 7.01(c), the right to receive the Servicing Fees is limited as provided Fee may not be transferred in Section 3.04whole or in part. The aggregate of Notwithstanding the foregoing, the Servicing Fees Fee payable to the Servicer with respect to any Companion Loan shall be as provided for any month in the related Intercreditor Agreement. The Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of application, modification, waiver, consent and defeasance fees pursuant to Section 3.08(f) (other than with respect to the Forum Shops Mortgage Loan), provided the consent of the Special Servicer is not required to take such action and (ii) 50% of all application, assumption, modification, waiver and consent fees pursuant to Section 3.08(a) on the Non-Specially Serviced Mortgage Loans (other than with respect to the Forum Shops Mortgage Loan), to the extent that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans (other than with respect to the Forum Shops Mortgage Loan) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Servicer shall be reduced entitled to retain as additional servicing compensation, other than with respect to the Forum Shops Mortgage Loan, any charges for processing Mortgagor requests, beneficiary statements or demands reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). Subject to Section 3.11(c), the Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges accrued on Mortgage Loans (other than with respect to the Forum Shops Mortgage Loan) and the Forum Shops Companion Notes during the period said Mortgage Loans (or Forum Shops Companion Notes) were Non-Specially Serviced Mortgage Loans, but only to the extent actually paid by the related Mortgagor and to the extent that all interest on related Advances and all additional Trust Fund expenses (other than Special Servicing Fees, but including Workout Fees and Liquidation Fees with respect to each Mortgage Loan) payable with respect to such month. Any Mortgage Loan have been paid since the Closing Date, (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. No Master Servicing Fee shall be payable with respect to this Agreement during any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and consisting of thirty (ii30) Ancillary Incomedays). In addition, if at any time The Master Servicing Fee with respect to the Servicer is 2006-C23 Serviced Mortgage Loan will be set forth on the Retained Interest Holder Mortgage Loan Schedule. The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund Master Servicer shall be entitled to pay the recover unpaid Master Servicing Fees is limited in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) and otherwise as provided in Section 3.043.05(a)(vii). The aggregate of right to receive the Master Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall Fee may not be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, transferred in whole or paid to, the Servicer as a in part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it except in connection with its servicing activities hereunder the transfer of all of the Master Servicer's responsibilities and shall not be entitled to reimbursement thereof except as specifically provided for hereinobligations under this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan remaining subject and REO Loan. As to this Agreement during each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of 12 30-day months and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement. The Servicer shall be payable only at pay, from its own funds, the time annual fees of each Rating Agency. Additional servicing compensation in the form of one-quarter of all assumption and with respect to those modification fees paid by the Mortgagor on 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable that are not Specially Serviced Mortgage Loans and only to the Servicer for any month extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid, and charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor, shall be retained by the Servicer and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). The Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges received on the Mortgage Loans shall be reduced (other than Specially Serviced Mortgage Loans), but only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and to the extent that all amounts then due and payable with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, the related Mortgage Loan (including interest on Advances) have been paid and are not needed to pay interest on Advances with respect to any other Mortgage Loan; (ii) interest or paid to, other income earned on deposits relating to the Servicer as a part Trust Fund in the Certificate Account and the Distribution Accounts in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for each period from any Distribution Date to the immediately succeeding P&I Advance Date); and (iii) interest earned on deposits in the Servicing FeeAccount which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor. The Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. As to this Agreement during any month each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount and in the same manner respecting which the related interest payment due on such Mortgage Loan (ii) Ancillary Income. In additionwhich, if at any time for the Servicer Xxxxxxxxx Senior Interest, is the Retained Interest Holder principal balance thereof) or deemed to be due on such REO Loan is computed. The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Master Servicer shall be required entitled to pay all expenses incurred recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO Loan (i) out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by it Section 3.05(a)(iii) and (ii) as otherwise permitted by Section 3.05(a)(vii). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with its servicing activities hereunder the transfer of all of the Master Servicer's responsibilities and shall not obligations under this Agreement. In the event Midland Loan Services, Inc. is terminated as Master Servicer, Midland Loan Services, Inc. will retain each month, and the Master Servicing Fee will be entitled reduced by, an amount equal to reimbursement thereof except .025% per annum multiplied by the principal balance of such Mortgage Loan as specifically provided for hereindescribed in the calculation of the Master Servicing Fee.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. No Master Servicing Fee shall be payable with respect to this Agreement during any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time the Servicer is the Retained Interest Holder The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Master Servicer shall be required entitled to pay all expenses incurred recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by it Section 3.05(a)(iii). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with its servicing activities hereunder the transfer of all of the Master Servicer's responsibilities and shall not be entitled to reimbursement thereof except as specifically provided for hereinobligations under this Agreement.

Servicing Compensation. As consideration full compensation for its servicing activities hereunder and as reimbursement for its expenses as set forth in the Mortgage Loans subject to this Agreementimmediately following paragraph, the Servicer shall retain (i) be entitled to receive the relevant Servicing Fee payable in arrears on each Payment Date on or prior to the termination of the Issuer pursuant to the terms of the Trust Agreement. The “Servicing Fee” for each Mortgage Loan remaining subject to this Agreement during any month Payment Date and (ii) Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, related Collection Period shall retain be an amount equal to the Retained Interest relating to such Mortgage Loans; provided, that product of (i) the Trustee and the Master Servicer shall have no obligation to make payment of the Retained Interest to the Servicer and 4.75%, (ii) the Servicer’s right to retain the Retained Interest is limited to (and the Retained Interest may only be retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) aggregate Loan Principal Balance as of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made first day of the entire amount of the Monthly Paymentsuch Collection Period, (iii) one-twelfth. 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 to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect solely to the Mortgage Loans shall be reduced extent that amounts are available for payment in accordance with the terms of the Indenture (including by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part retaining Collections in an amount up to the aggregate accrued and unpaid Servicing Fee). For the avoidance of doubt, such Servicing Fee shall also constitute compensation for the Servicer’s services rendered pursuant to the 2022-2B SUBI Servicing Agreement and related North Carolina Trust Documents. The Servicer’s fees, costs and expenses include the reasonable fees and disbursements of attorneys, independent accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder, including, without limitation, any fees payable to any Subservicer or any other Person performing any of the Servicing FeeServicer’s duties and obligations hereunder. The Servicer shall be required to pay all such fees, costs and expenses incurred by it in connection with for its servicing activities hereunder own account and shall not be entitled to any payment or reimbursement thereof except as specifically therefor or to any fee or other payment from, or claim on, any of the assets in the Trust Estate (other than the Servicing Fee). Notwithstanding the foregoing, no Successor Servicer will be responsible to pay the fees and expenses of the Issuer. The Issuer and the Servicer acknowledge and agree that (i) the servicing arrangements provided for hereinin this Agreement and under the 2022-2B SUBI Servicing Agreement, including the Servicing Fee, are on terms consistent with those arrived at as a result of arm’s length negotiations and that they are typical of servicing arrangements made for servicing assets such as the Loans, (ii) the Servicing Fee is expected to more than cover the anticipated costs associated with the performance by the Servicer of its obligations hereunder with respect to the Loans, other Sold Assets and the other 2022-2B SUBI Assets, and constitutes fair consideration and reasonable compensation to the Servicer for the performance of such obligations, and (iii) an unaffiliated third party having the requisite experience servicing assets such as the Loans would be willing to assume the servicing obligations hereunder for compensation commensurate with the Servicing Fee.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer shall retain (i) the relevant Welxx Xxrgo Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month and (ii) or part thereof. Such Welxx Xxrgo Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income. In addition, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Income 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 be retained by the Servicer and (ii) is not required to be deposited in the Servicer’s right Custodial Account. The obligation of the Seller to retain pay the Retained Interest Welxx Xxrgo Servicing Fee is limited to (to, and the Retained Interest may only be retained Welxx Xxrgo Servicing Fee is payable solely from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the such Monthly Payments Payment collected by the 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 to pay the Servicing Fees is limited as provided in Section 3.04Servicer. The aggregate of the Welxx Xxrgo Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any the aggregate Prepayment Interest Shortfall Amount with respect to for such month. Any The Servicer shall be obligated to pay the aggregate Prepayment Interest Excess Shortfall Amount for any month to the extent not covered by the aggregate Welxx Xxrgo Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be retained byentitled to recover any unpaid Welxx Xxrgo 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 paid toLiquidation Proceeds or other amounts on deposit in the Custodial Account, to the Servicer as a part extent permitted in Section 3.04 and out of amounts derived from the Servicing Feeoperation 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 and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. No Master Servicing Fee shall be payable with respect to this Agreement during any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time The Master Servicing Fee with respect to the Servicer is [__________] Loan will be set forth on the Retained Interest Holder Mortgage Loan Schedule. The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund Master Servicer shall be entitled to pay the recover unpaid Master Servicing Fees is limited in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) and otherwise as provided in Section 3.043.05(a)(vii). The aggregate of right to receive the Master Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall Fee may not be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, transferred in whole or paid to, the Servicer as a in part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it except in connection with its servicing activities hereunder the transfer of all of the Master Servicer's responsibilities and shall not be entitled to reimbursement thereof except as specifically provided for hereinobligations under this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, each Companion Loan remaining subject and REO Loan (including Specially Serviced Mortgage Loans). As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, then the Servicer, as the Retained Interest Holder, Companion Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Trust Fund Master Servicer's duties and obligations hereunder to pay a successor servicer in accordance with the Servicing Fees is limited as provided in Section 3.04terms hereof). The aggregate Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of modification, waiver and consent fees pursuant to Section 3.08(e), provided the consent of the Servicing Fees payable Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and 50% of all application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) and Section 3.08(b) on the Non-Specially Serviced Mortgage Loans, to the Servicer extent that such fees are paid by the Mortgagor and for any month which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid; provided, that, notwithstanding the foregoing with respect to each Mortgage Loan set forth on Schedule 4, the percentage of the fees to be paid to the Master Servicer with respect to assumptions shall be reduced as set forth on Schedule 4. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. As consideration for servicing the NYMC Mortgage Loans subject to this Agreement, NYMT Servicing shall be paid in the Servicer shall retain (i) aggregate the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Fee shall be payable monthly to NYMT Servicing. NYMT Servicing will pay the Subservicer pursuant to a separate agreement between such parties. Additional servicing compensation in the form of Ancillary Income shall be retained by the Subservicer only and (ii) Ancillary Incomeis not required to be deposited in the Custodial Account. In additionThe obligation of the Issuing Entity to pay the Servicing Fee is limited to, if at any time the Servicer is the Retained Interest Holder with respect to any Mortgage Loans, then the 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 Servicing Fee is limited to (and the Retained Interest may only be retained payable from) , the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments such Scheduled Payment collected by the 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 NYMT Servicing, or as otherwise provided in Section 3.044.02(e)(ii). The obligation Each of NYMT Servicing and the Trust Fund to pay the Servicing Fees is limited as provided in Section 3.04. The aggregate of the Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, or paid to, the Servicer as a part of the Servicing Fee. The Servicer Subservicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Fee payable to or retained by NYMT Servicing or the Subservicer, as applicable, with respect to any Due Period shall be reduced by the Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the Master Servicer on the related Servicer Remittance Date. NYMT Servicing and the Subservicer shall be obligated to remit to the Master Servicer on each Servicer Remittance Date the Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Fee for such Due Period.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Master Servicing Fee for with respect to each Mortgage Loan remaining subject (including each Specially Serviced Mortgage Loan) and REO Loan. No Master Servicing Fee shall be payable with respect to this Agreement during any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month and (ii) Ancillary Incomeconsisting of 30 days). In addition, if at any time The Master Servicing Fee with respect to each Non-Serviced Mortgage Loan will be as set forth on the Servicer is the Retained Interest Holder Mortgage Loan Schedule. The Master Servicing Fee with respect to any Mortgage Loans, then the Servicer, as the Retained Interest Holder, Loan or REO Loan shall retain an amount equal cease to the Retained Interest relating to such Mortgage Loans; provided, that (i) the Trustee and the accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid 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 retained from) the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the 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 monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as otherwise provided in Section 3.04interest on each REO Loan. The obligation of the Trust Fund Master Servicer shall be entitled to pay the recover unpaid Master Servicing Fees is limited in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) and otherwise as provided in Section 3.043.05(a)(vii). The aggregate of right to receive the Master Servicing Fees payable to the Servicer for any month with respect to the Mortgage Loans shall Fee may not be reduced by any Prepayment Interest Shortfall Amount with respect to such month. Any Prepayment Interest Excess Amount shall be retained by, transferred in whole or paid to, the Servicer as a in part of the Servicing Fee. The Servicer shall be required to pay all expenses incurred by it except in connection with its servicing activities hereunder the transfer of all of the Master Servicer’s responsibilities and shall not be entitled to reimbursement thereof except as specifically provided for hereinobligations under this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, each Companion Loan remaining subject and REO Loan (including Specially Serviced Mortgage Loans). As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Companion Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or Companion Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, then the Servicer, as the Retained Interest Holder, Companion Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Trust Fund Master Servicer's duties and obligations hereunder to pay a successor servicer in accordance with the Servicing Fees is limited as provided in Section 3.04terms hereof). The aggregate Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional servicing compensation in the form of (i) 100% of modification, waiver and consent fees pursuant to Section 3.08(e), provided the consent of the Servicing Fees payable Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and 50% of all application fees received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) and 3.08(b) on the Non-Specially Serviced Mortgage Loans, to the Servicer extent that such fees are paid by the Mortgagor and for any month which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loans Loan have been paid; provided, that, notwithstanding the foregoing with respect to each Mortgage Loan set forth on Schedule 4, the percentage of the fees to be paid to the Master Servicer with respect to assumptions shall be reduced as set forth on Schedule 4. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such month. Any account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall and Prepayment Shortfalls collected on the Mortgage Loans during the related Due Period to the extent not required to be retained by, or paid to, the Servicer as a part of the Servicing FeeCompensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.

Servicing Compensation. (a) As consideration compensation for servicing the Mortgage Loans subject to this Agreementits activities hereunder, the Master Servicer shall retain (i) be entitled to receive the relevant Servicing Fee for with respect to each Mortgage Loan, each Companion Loan remaining subject and REO Loan. As to this Agreement during each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Companion Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan or Companion Loan, as the case may be, and, in connection with any partial month and (ii) Ancillary Incomeinterest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. In addition, if at any time the Servicer is the Retained Interest Holder The Servicing Fee with respect to any Mortgage LoansLoan, then the Servicer, as the Retained Interest Holder, Companion Loan or REO Loan shall retain an amount equal cease 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 retained from) the interest portion (including recoveries with accrue if a Liquidation Event occurs in respect to interest from Liquidation Proceeds) of the Monthly Payments collected by the Servicer with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Paymentthereof. The Servicing Fee shall be payable monthly. The Servicing Fees shall be payable only at the time , on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment or REO Revenues allocable as interest on each REO Loan, and as otherwise provided in by Section 3.043.05(a). The obligation Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Trust Fund Master Servicer's duties and obligations hereunder to pay a successor servicer in accordance with the Servicing Fees is limited as provided in Section 3.04terms hereof). The aggregate Master Servicer shall be entitled to retain, and shall not be required to deposit in the Certificate Account or the Republic Plaza Collection Account pursuant to Section 3.04(a), additional servicing compensation in the form of the Servicing Fees payable (i) 100% of modification, waiver and consent fees pursuant to the Servicer for any month Section 3.08(e) (other than with respect to the Somerset Collection Mortgage Loan), provided the consent of the Special Servicer is not required to take such action, (ii) 100% of all defeasance fees and application fees received on Non-Specially Serviced Mortgage Loans (other than with respect to the Somerset Collection Mortgage Loan) and (iii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) and 3.08(b) on the Non-Specially Serviced Mortgage Loans, to the extent that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans (other than with respect to the Somerset Collection Mortgage Loan) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid; provided that notwithstanding the foregoing, with respect to each Mortgage Loan set forth on Schedule 3, the percentage of the fees to be paid to the Master Servicer with respect to assumptions shall be reduced as set forth on such Schedule 3. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect to the Somerset Collection Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by any Prepayment Interest Shortfall Amount the related Mortgagor and shall not be required to deposit such amounts in the Certificate Account or the Republic Plaza Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges collected on Mortgage Loans (other than with respect to the Somerset Collection Mortgage Loan) during the period such Mortgage Loans were Non-Specially Serviced Mortgage Loans, but only to the extent actually paid by the related Mortgagor and to the extent that all interest on related Advances and all additional Trust Fund expenses (other than Special Servicing Fees) payable with respect to such month. Any Mortgage Loan have been paid since the Closing Date, (ii) interest or other income earned on deposits relating to the Trust Fund in the Certificate Account or the Republic Plaza Collection Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the prior P&I Advance Date to the P&I Advance Date related to such Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess Amount shall be retained by, or paid to, and Prepayment Shortfalls collected on the Servicer as a part of Mortgage Loans during the Servicing Feerelated Due Period. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Certificate Account or the Republic Plaza Collection Account, and the Master Servicer shall not be entitled to reimbursement thereof therefor except as specifically expressly provided for hereinin this Agreement.