Common use of Servicing Fees, Trustee Fees and Special Servicing Compensation Clause in Contracts

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Loans, any late payment charges (except to the extent used to offset Advance Interest), Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), or similar items (but not including any Net Default Interest or Yield Maintenance Charges), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage LoansLoans (and not otherwise payable to the Special Servicer pursuant to Section 3.12(b)), any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Feesassumption fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), the Distribution Account, Upper-Tier Distribution Account, Default Interest Distribution Account, and the Excess Interest Distribution Account, any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee and investment income earned on any Principal Prepayments during the related Collection Period and due to the Master Servicer with respect to on any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Servicer Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual PeriodShortfalls. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeCollection Account as set forth in Section 3.06(v). The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage LoansLoans (and not otherwise payable to the Special Servicer pursuant to Section 3.12(b)), any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), the Distribution Account, Upper-Tier Distribution Account, Default Interest Distribution Account, and the Excess Interest Distribution Account, any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee and investment income earned on any Principal Prepayments during the related Collection Period and due to the Master Servicer with respect to on any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Servicer Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual PeriodShortfalls. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeCollection Account as set forth in Section 3.06(v). The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv3.06(iii). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Loans, Loans any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d3.06(iii) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee (minus the Trustee Fee) due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Collection Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv3.06(iii). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Loans, Loans (i) any late payment charges (except to the extent used to offset Advance Interest), Assumption Fees, loan modification fees, extension feescharges, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest or Yield Maintenance Charges)Prepayment Premiums) and (ii) a portion of any Assumption Fees, forbearance fees and extension fees pursuant to Section 3.12(d) below, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including excluding any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d3.06(iii) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee (minus the sum of (i) the Trustee Fee, (ii) to the extent any Prepayment Interest Shortfall with respect to such Distribution Date is a result of a prepayment on the Glenborough Pool Loan, the related monthly pro-rated amount of the annual surveillance fees of the Rating Agencies and (iii) the servicing fees of each of the Initial Sub-servicers for such Distribution Date as reduced by the amount of any Prepayment Interest Shortfall with respect to any of the Mortgage Loans subserviced by such Initial Sub-servicer) due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced (but not below zero) by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Collection Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled to the Servicing Fee with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv)that it is servicing. The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage LoansLoans and Serviced Companion Loans that it is servicing and the related Co-Lender Agreement, (i) all investment income earned on amounts on deposit in its Collection Account (and with respect to each Serviced Whole Loan, the related Serviced Whole Loan Collection Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any late payment charges and any Net Default Interest collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any Performing Loan, in each case, remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and any unreimbursed Additional Trust Fund Expenses (except other than Special Servicing Fees, Workout Fees and Liquidation Fees) relating to such Performing Loan incurred during or prior to such Collection Period and, in the case of the Serviced Whole Loans, to the extent used allocated to offset Advance Interestthe related Mortgage Loan in the related Co-Lender Agreement, and as further described in Section 3.12(d), Assumption Fees, loan modification fees, extension fees(iii) any amounts collected for checks returned for insufficient funds (with respect to any Performing Loan or Specially Serviced Loan), loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest Prepayment or Yield Maintenance Charges)) and (iv) to the extent permitted by applicable law and the related Loan Documents 50% of any Assumption Fees, due-on-sale fees, due-on-encumbrance fees, loan modification fees, extension fees and any similar items relating to any Performing Loan (including any related application fees) for as long as such Mortgage Loan or Serviced Companion Loan is not a Specially Serviced Loan but excluding any Prepayment Premiums or Yield Maintenance Charges, in each case to the extent received and not required to be deposited or retained in the its Collection Account or Serviced Whole Loan Collection Account, in each case pursuant to Section 3.05; provided, however, that (A) the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan or Serviced Companion Loan with respect to which a monetary default or monetary event of default thereunder has occurred and is continuing unless and until such monetary default or monetary event of default has been cured and all delinquent amounts (including any Default InterestInterest not waived) due with respect to such Mortgage Loan or Serviced Companion Loan have been paidpaid and (B) with respect to any Serviced Whole Loan, the related Net Default Interest, late payment charges and assumption and similar fees shall be allocated between the related Mortgage Loan and related Serviced Companion Loan as set forth in the related Co-Lender Agreement; provided that such Penalty Charges shall be applied to pay the Advance Interest Amount and Additional Trust Fund Expenses (to the extent required by Section 3.12(d)) and advance interest to any other master servicer or trustee under a related Serviced Companion Loan Securitization Agreement for any advance made by such party with respect to any Serviced Companion Loan. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv3.06(b)(viii) or 3.07(b), 3.06(d) and 3.07(b) as applicable, to withdraw from the its Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), Net Prepayment Interest Excess, if any, that accrue on the Mortgage Loans that it is servicing and any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Period. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeLower-Tier Distribution Account. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian Agent and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's its responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee and with respect to each Companion Loan, the Companion Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(ivSections 3.06(d)(iv) and 3.06(e)(iv), respectively. The Master Servicing Fee with respect to the Fairgrounds Square Loan and the Towne Square Apartments Loan shall be an expense of the Lower-Tier REMIC with respect to the related Loan REMIC Regular Interest. The Servicer's rights to the Servicing Fee and the Companion 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. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage Loans, (i) any late payment charges collected by the Servicer during a Collection Period on any Performing Mortgage Loan (except other than Default Interest) remaining after application thereof during such Collection Period to pay the extent used Advance Interest Amount relating to offset Advance Interest)such Performing Mortgage Loan (or, Assumption Feesin the event a Loan Pair is involved, loan modification feessuch Loan Pair) for such Collection Period and any unreimbursed Additional Trust Fund Expenses incurred during or prior to such Collection Period, extension fees, (ii) any loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items and (iii) 50% of any Assumption Fees, due-on-sale fees, due-on-encumbrance fees, loan modification fees, extension fees and any similar items relating to any Performing Mortgage Loan for as long as the Mortgage Loan is not a Specially Serviced Loan but not including excluding any Net Default Interest or Yield Maintenance Charges)Prepayment Premiums, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan or Companion Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default InterestInterest not waived) due with respect to such Mortgage Loan and/or Companion Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d3.06(d)(iv) and 3.07(b) to withdraw from the Collection Account and to receive from the Interest Reserve Account and any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), Net Prepayment Interest Excess, if any, and any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Master Servicing Fee attributable to the Mortgage Loans during the related Collection Period and due to the Master Servicer with respect to on any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Servicer Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual PeriodShortfalls. As compensation for its their activities hereunder, hereunder on each Distribution Date Date, (i) the Trustee shall be entitled with respect to each Mortgage Loan to a portion of the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out Lower-Tier Distribution Account, and (ii) the Bond Administrator shall be entitled, with respect to each Mortgage Loan, to the portion of the aggregate Servicing Trustee Fee consisting of the Bond Administrator Fee, which shall be payable from amounts on deposit in the Lower-Tier Distribution Account. The Trustee Fee with respect to the Fairgrounds Square Loan and the Towne Square Apartments Loan shall be an expense of the Lower-Tier REMIC with respect to the related Loan REMIC Regular Interest. The Bond Administrator shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's, the Bond Administrator's and the Companion Paying Agent's rights to the Trustee Fee, the Bond Administrator Fee and the Companion Agent Fee, respectively, may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's their respective responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled to the Servicing Fee with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing FeeLoan, which fee shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicing Fee with respect to the Xxxxx X. Xxxxxx Loan and the Geneva Crossing Loan shall be an expense of the Lower-Tier REMIC with respect to the related Loan REMIC Regular Interest. Late payment charges and Net Default Interest actually collected on Specially Serviced Mortgage Loans accruing while such Mortgage Loans are Specially Serviced Mortgage Loans shall be promptly paid to the Special Servicer by the Servicer and shall not be required to be deposited in the Collection Account. The Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all or part of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, (i) any interest or other income earned on amounts on deposit in the Collection Account maintained by the Servicer and investment income earned on amounts on deposit in Borrower Accounts (to the extent consistent with the related Mortgage Loan) with respect to the Mortgage Loans serviced by it (to the extent such interest or other income is not required to be paid to the related Borrower pursuant to the terms of the related Mortgage Loan or applicable law) and (ii) to the extent permitted by applicable law and the related Mortgage LoansLoans (and not otherwise payable to the Special Servicer pursuant to Section 3.12(b)), any late payment charges (except to charges, 50% of the extent used to offset Advance Interest)Assumption Fees for non-Specially Serviced Mortgage Loans, Assumption Fees50% of the assumption processing fees on non-Specially Serviced Mortgage Loans, loan modification fees, extension feesfees for modifications done by the Servicer in accordance with Section 3.29(c), loan service transaction fees, demand feesNet Default Interest, Prepayment Interest Excess with respect to all Mortgage Loans in excess of any Prepayment Interest Shortfalls with respect to the Mortgage Loans (other than Mortgage Loans that permit prepayments on a date other than a Due Date and other than Specially Serviced Mortgage Loans), beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee on all Mortgage Loans and investment income earned on any Principal Prepayments during the related Collection Period and due to the Master Servicer with respect to on any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by as provided in the aggregate amount definition of any excess of Servicer Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan applicable to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this AgreementServicer. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunderit (but excluding any Other Servicers or Other Special Servicers).

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage Loan and each Companion Interest Accrual and REO Companion Interest that is included as part of a Whole Loan and each Collection Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Whole Loan or portion thereof, the related Whole Loan Custodial Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer 3.06(a)(iv) and (a)(vii) and/or Section 3.06A of all of the Master Servicer's responsibilities and obligations under this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, (i) [__]% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced Mortgage Loan agreed to by the extent permitted Master Servicer pursuant to Section 3.24 of this Agreement that did not require the approval of the Special Servicer, (ii) [__]% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced Mortgage Loan agreed to by applicable law and the related Special Servicer pursuant to Section 3.24 of this Agreement, (iii) [__]% of any fee actually paid by a Mortgagor in connection with a defeasance of a Mortgage LoansLoan or Whole Loan as contemplated under Section 3.09 of this Agreement, (iv) [__]% of any late payment charges (except to the extent used to offset Advance Interest), Excess Assumption Fees, loan modification fees[(iii) [__]% of any Excess Fees with respect to a non-Specially Serviced Mortgaged Loan agreed to by the Master Servicer that did not require the approval of the Special Servicer, extension fees(v) [__]% of any Excess Assumption Fees with respect to a non-Specially Serviced Mortgage Loan agreed to by the Special Servicer, loan service transaction fees(vi) any Excess Fees on deposit in the Excess Fees Reserve Account on the Master Servicer Remittance Date related to the final Distribution Date of each calendar year, demand feessubject to the proviso in Section 3.14(d) of this Agreement, beneficiary statement charges, (vii) any Excess Fees on deposit in the Excess Fees Reserve Account remaining after distribution to the Certificateholders on the final Distribution Date pursuant to this Agreement,] (viii) the aggregate Prepayment Interest Excess (Excess, but only to the extent such amount exceeds the aggregate Prepayment is not required to be included in any Compensating Interest Shortfall for the related Prepayment Period), or similar items (but not including any Net Default Interest or Yield Maintenance Charges)Payment, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.053.05 of this Agreement, (ix) [__]% of Ancillary Fees (other than fees for insufficient or returned checks) and [assumption application fees] actually received from Mortgagors on non-Specially Serviced Mortgage Loans (x) [__]% of Consent Fees with respect to a non-Specially Serviced Mortgage Loan that did not require the approval of the Special Servicer, (xi) 50% of any Consent Fees with respect to a non-Specially Serviced Mortgage Loan agreed to by the Special Servicer, and (xii) [__]% of fees for insufficient or returned checks actually received from Mortgagors on all Mortgage Loans; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i) through (iii) above as additional compensation, including any late payment chargesExcess Fees, with respect to a specific Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (including any Default Interestother than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan and (y) in the case of expense items that arose within the last 12 months have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, for in Sections 3.06(iv3.06(a)(iv), 3.06(d) 3.06A and 3.07(b) ), to withdraw from the Collection Account and the Whole Loan Custodial Accounts and to receive from any Borrower Mortgagor Accounts (to the extent not payable to the related Borrower Mortgagor under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, (i) to the extent permitted by applicable law and the related Mortgage Loans and with respect to Mortgage Loans which are not Specially Serviced Mortgage Loans, any late payment charges (except to the extent used to offset Advance Interest), Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, fees and beneficiary statement charges, charges and (ii) aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), or similar items (but and not including any Net Default Interest or Yield Maintenance Charges), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 1/12th of 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. the Rating Agencies. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage Loans, any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Fees, loan service transaction fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest or Yield Maintenance Charges), Prepayment Premiums) in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), the Distribution Account, Upper-Tier Distribution Account, Default Interest Distribution Account, and the Excess Interest Distribution Account, any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Period. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeCollection Account as set forth in Section 3.06(v). The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder. Except as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and the Montehiedra Partner Loans and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv) (or, with respect to the Montehiedra Partner Loans, from amounts on deposit in the Class M Collection Account). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Loans or the Montehiedra Partner Loans, as the case may be, any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums (other than Prepayment Premiums payable with respect to the Montehiedra Partner Loans as provided for herein)), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.053.05 (or, with respect to the Montehiedra Partner Loans, to the extent deposited in the Class M Collection Account and not otherwise required to offset any out-of-pocket expenses incurred by the Master Servicer with respect to the Montehiedra Partner Loans); provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific Mortgage Loan or the Montehiedra Partner Loans, as applicable, with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan or the Montehiedra Partner Loans, as applicable, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and the Class M Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Collection Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan and the Montehiedra Partner Loans to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage Loans, any late payment charges (except to the extent used to offset Advance Interest), Assumption Fees, loan modification fees, extension feescharges, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items and all Assumption Fees, loan modification fees and extension fees (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from the Interest Reserve Account and any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), Net Prepayment Interest Excess, if any, and any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Master Servicing Fee attributable to the Mortgage Loans and investment income earned on any Principal Prepayments during the related Collection Period and due to the Master Servicer with respect to on any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Net Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual PeriodShortfalls. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeCollection Account as set forth in Section 3.06(v). The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv3.06(iii). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Loans, any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d3.06(iii) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. If the Depositor and Master Servicer agree to increase the Servicing Fee Rate with respect to the North Shore Towers Loan, no amendment to this Agreement shall be required so long as the Xxxxxxx Retained Interest is reduced by an amount corresponding to such increase in the Servicing Fee Rate. Notwithstanding the foregoing, the aggregate Servicing Fee (minus the Trustee Fee and the Mansion Grove Subservicing Fee) due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Collection Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent in connection with their activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled to the Servicing Fee with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv)Serviced Pari Passu Companion Loan. The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage LoansLoans and Serviced Companion Loans that it is servicing and the related Co-Lender Agreement, (i) all investment income earned on amounts on deposit in the Collection Account (and with respect to each Serviced Whole Loan, the related Serviced Whole Loan Collection Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any late payment charges and any Net Default Interest collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any Performing Loan, in each case, remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and any unreimbursed Additional Trust Fund Expenses (except other than Special Servicing Fees, Workout Fees and Liquidation Fees) relating to such Performing Loan incurred during or prior to such Collection Period and, in the case of the Serviced Whole Loans, to the extent used allocated to offset Advance Interestthe related Mortgage Loan in the related Co-Lender Agreement, and as further described in Section 3.12(d), Assumption Fees, loan modification fees, extension fees(iii) any amounts collected for checks returned for insufficient funds (with respect to any Performing Loan or Specially Serviced Loan), loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest Prepayment or Yield Maintenance Charges)) and (iv) to the extent permitted by applicable law and the related Loan Documents 50% of any Assumption Fees, due-on-sale fees, due-on-encumbrance fees, loan modification fees, extension fees and any similar items relating to any Performing Loan (including any related application fees) for as long as such Mortgage Loan or Serviced Companion Loan is not a Specially Serviced Loan but excluding any Prepayment Premiums or Yield Maintenance Charges, in each case to the extent received and not required to be deposited or retained in the Collection Account or Serviced Whole Loan Collection Account, in each case pursuant to Section 3.05; provided, however, that (A) the applicable Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan or Serviced Companion Loan with respect to which a monetary default or monetary event of default thereunder has occurred and is continuing unless and until such monetary default or monetary event of default has been cured and all delinquent amounts (including any Default InterestInterest not waived) due with respect to such Mortgage Loan or Serviced Companion Loan have been paidpaid and (B) with respect to (i) the Valley Forge Whole Loan, the related Net Default Interest and late payment charges shall be allocated pro rata between the Valley Forge Mortgage Loan and the Valley Forge B Loan in accordance with the terms of the related Co-Lender Agreement and (ii) with respect to the Buckeye Portfolio Whole Loans, default interest will be allocated first (after netting out Property Advances and other Trust Expenses described herein) to the Buckeye Portfolio Mortgage Loan and then to the Buckeye Portfolio B Loan in accordance with the terms of this Agreement and the related Co Lender Agreement]; provided, further, that such Penalty Charges shall be applied to pay the Advance Interest Amount and Additional Trust Fund Expenses to the extent required by Section 3.12(d). The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv3.06(b)(viii) or 3.07(b), 3.06(d) and 3.07(b) as applicable, to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), Net Prepayment Interest Excess, if any, that accrue on the Mortgage Loans that it is servicing and any interest or other income earned on deposits therein. Notwithstanding In addition, provided that a Non-Serviced Mortgage Loan is not a "Specially Serviced Mortgage Loan" under the foregoingOther Pooling and Servicing Agreement, the aggregate Servicing Fee due to the Master Servicer shall be entitled to the portion of Net Default Interest and any late payment fees collected by the Other Servicer servicing the Non-Serviced Mortgage Loan that are allocated to the Non-Serviced Mortgage Loan if it is not in special servicing (in accordance with the related Co-Lender Agreement and Other Pooling and Servicing Agreement) during a Collection Period remaining after application thereof to reimburse interest on related P&I Advances and to reimburse the Trust for certain expenses of the Trust, if applicable, as provided in this Agreement. Except as specified in the preceding sentence and except with respect to clause (i) in this Section 3.12, the Master Servicer will not be entitled to the compensation set forth in clauses (ii), (iii) and (iv) with respect to the Non-Serviced Mortgage Loan. Notwithstanding anything herein to the contrary, the Master Servicer (and its successors and assigns) shall also be entitled to the Excess Servicing Strip with respect to the Mortgage Loans that it is servicing and may at its option assign or pledge to any Distribution Date (but third party or retain for itself the Excess Servicing Strip; provided, however, that in no the event the Trustee Fee payable on such Distribution Date out of any resignation or termination of the Master Servicer, all or any portion of the Excess Servicing Fee) shall Strip may be reduced by the aggregate amount Trustee to the extent reasonably necessary (in the sole discretion of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses the Trustee) for the related Prepayment Period, up Trustee to an amount equal obtain a qualified successor Master Servicer (and primary servicer with respect to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans or Serviced Whole Loans being primarily serviced by the Master Servicer) (which successor may include the Trustee) that meets the requirements of Section 6.4 and that requires market rate servicing compensation that accrues at a per annum rate in excess of 0.005% (0.50 basis points). The Master Servicer (or its successor hereunder, if any) shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., Midland Loan Services, Inc. or any such third party) at such time and to the extent the Master Servicer is entitled to receive payment of its Master Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). In the event that the initial Master Servicer is terminated or resigns as Master Servicer, it (and its successors and assigns) will be entitled to retain the Excess Servicing Strip, except to the extent that any portion of such Excess Servicing Strip is needed (as determined by the Trustee in its discretion) to compensate any replacement Master Servicer for assuming the related Interest Accrual Periodduties of the Master Servicer under this Agreement. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeLower-Tier Distribution Account. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian Agent and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's its responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Loans, any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, with respect to a specific any Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), the Lower-Tier Distribution Account, Upper-Tier Distribution Account, Default Interest Distribution Account, and Excess Interest Distribution Account any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee due to the Master Servicer with respect to any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by the aggregate amount of any excess of Servicer Prepayment Interest Shortfalls over Prepayment Interest Excesses for the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Collection Period. As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out of the aggregate Servicing Fee. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled to the Servicing Fee with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv)that it is servicing. The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage LoansLoans and [_____] B Loan that it is servicing and the related Co-Lender Agreement, (i) all investment income earned on amounts on deposit in its Collection Account (and with respect to the Loan Combination, the Loan Combination Collection Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any late payment charges (except and any Net Default Interest collected by the Master Servicer during a Collection Period on any Performing Loan, in each case, remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and any unreimbursed Additional Trust Fund Expenses relating to such Performing Loan incurred during or prior to such Collection Period and, in the case of the Loan Combination, to the extent used allocated to offset Advance Interestthe related Mortgage Loan in the related Co-Lender Agreement, and as further described in Section 3.12(d), Assumption Fees, loan modification fees, extension fees(iii) any amounts collected for checks returned for insufficient funds (with respect to any Performing Loan or Specially Serviced Loan), loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest Prepayment or Yield Maintenance Charges)) and (iv) to the extent permitted by applicable law and the related Loan Documents 50% of any Assumption Fees, due-on-sale fees, due-on-encumbrance fees, loan modification fees, extension fees and any similar items relating to any Performing Loan (including any related application fees) for as long as such Mortgage Loan or the [_____] B Loan is not a Specially Serviced Loan but excluding any Prepayment Premiums or Yield Maintenance Charges, in each case to the extent received and not required to be deposited or retained in the Collection Account or Loan Combination Collection Account, in each case pursuant to Section 3.05; provided, however, that (A) the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan or the [_____] B Loan with respect to which a monetary default or monetary event of default thereunder has occurred and is continuing unless and until such monetary default or monetary event of default has been cured and all delinquent amounts (including any Default InterestInterest not waived) due with respect to such Mortgage Loan or the [_____] B Loan have been paidpaid and (B) with respect to the Loan Combination, the related Net Default Interest and late payment charges shall be allocated (after netting out Property Advances and other Trust Expenses described herein) in accordance with the terms of this Agreement and the related Co-Lender Agreement; provided that such Penalty Charges shall be applied to pay the Advance Interest Amount and Additional Trust Fund Expenses to the extent required by Section 3.12(d). The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv3.06(b)(viii) or 3.07(b), 3.06(d) and 3.07(b) as applicable, to withdraw from the its Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), Net Prepayment Interest Excess, if any, that accrue on the Mortgage Loans that it is servicing and any interest or other income earned on deposits therein. Notwithstanding anything herein to the foregoingcontrary, the aggregate Servicing Fee due to the Master Servicer (and its successors and assigns) shall also be entitled to the Excess Servicing Strip with respect to the Mortgage Loans that it is servicing and may at its option assign or pledge to any Distribution Date (but third party or retain for itself the Excess Servicing Strip; provided, however, that in no the event the Trustee Fee payable on such Distribution Date out of any resignation or termination of the Master Servicer, all or any portion of the Excess Servicing Fee) shall Strip may be reduced by the aggregate amount Trustee to the extent reasonably necessary (in the sole discretion of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses the Trustee) for the related Prepayment Period, up Trustee to an amount equal obtain a qualified successor Master Servicer (and primary servicer with respect to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans or Loan Combination being primarily serviced by the Master Servicer) (which successor may include the Trustee) that meets the requirements of Section 6.4 and that requires market rate servicing compensation that accrues at a per annum rate in excess of [__]% ([__] basis points). The Master Servicer (or its successor hereunder, if any) shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip at such time and to the extent the Master Servicer is entitled to receive payment of its Master Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). In the event that the Master Servicer is terminated or resigns as Servicer, it (and its successors and assigns) will be entitled to retain the Excess Servicing Strip, except to the extent that any portion of such Excess Servicing Strip is needed (as determined by the Trustee in its discretion) to compensate any replacement Servicer for assuming the related Interest Accrual Periodduties of the Master Servicer under this Agreement. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeLower-Tier Distribution Account. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian Agent and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's its responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any subSub-servicers Servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the each Master Servicer shall be entitled, entitled to the Servicing Fee with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv)that it is servicing. The Each Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the such Master Servicer's responsibilities and obligations under this Agreement. In addition, the each Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, to the extent permitted by applicable law and the related Mortgage LoansLoans and Serviced Companion Loans that it is servicing and the related Co-Lender Agreement, (i) all investment income earned on amounts on deposit in its Collection Account (and with respect to each Serviced Whole Loan, the related Serviced Whole Loan Collection Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any late payment charges and any Net Default Interest collected by the applicable Master Servicer or the Special Servicer during a Collection Period accrued on any Performing Loan, in each case, remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and any unreimbursed Additional Trust Fund Expenses (except other than Special Servicing Fees, Workout Fees and Liquidation Fees) relating to such Performing Loan incurred during or prior to such Collection Period and, in the case of the Serviced Whole Loans, to the extent used allocated to offset Advance Interestthe related Mortgage Loan in the related Co-Lender Agreement, and as further described in Section 3.12(d), Assumption Fees, loan modification fees, extension fees(iii) any amounts collected for checks returned for insufficient funds (with respect to any Performing Loan or Specially Serviced Loan), loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest Prepayment or Yield Maintenance Charges)) and (iv) to the extent permitted by applicable law and the related Loan Documents 50% of any Assumption Fees, due-on-sale fees, due-on-encumbrance fees, loan modification fees, extension fees and any similar items relating to any Performing Loan (including any related application fees) for as long as such Mortgage Loan or Serviced Companion Loan is not a Specially Serviced Loan but excluding any Prepayment Premiums or Yield Maintenance Charges, in each case to the extent received and not required to be deposited or retained in the its Collection Account or Serviced Whole Loan Collection Account, in each case pursuant to Section 3.05; provided, however, that (A) the applicable Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan or Serviced Companion Loan with respect to which a monetary default or monetary event of default thereunder has occurred and is continuing unless and until such monetary default or monetary event of default has been cured and all delinquent amounts (including any Default InterestInterest not waived) due with respect to such Mortgage Loan or Serviced Companion Loan have been paidpaid and (B) with respect to (i) the Villas Parkmerced Whole Loan, the related Net Default Interest and late payment charges shall be allocated pro rata between the Villas Parkmerced Mortgage Loan and the Villas Parkmerced B Loans in accordance with the terms of the related Co-Lender Agreement and (ii) with respect to the Arrowhead Shopping Center Whole Loans, assumption and similar fees will be allocated pro rata between the Arrowhead Shopping Center Mortgage Loan and the Arrowhead Shopping Center B Loan in accordance with the terms of the related Co-Lender Agreement and default interest will be allocated first (after netting out Property Advances and other Trust Expenses described herein) to the Arrowhead Shopping Center Mortgage Loan and then to the Arrowhead Shopping Center B Loan in accordance with the terms of this Agreement and the related Co-Lender Agreement; provided that such Penalty Charges shall be applied to pay the Advance Interest Amount and Additional Trust Fund Expenses to the extent required by Section 3.12(d). The Each Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv3.06(b)(viii) or 3.07(b), 3.06(d) and 3.07(b) as applicable, to withdraw from the its Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) ), Net Prepayment Interest Excess, if any, that accrue on the Mortgage Loans that it is servicing and any interest or other income earned on deposits therein. Notwithstanding anything herein to the foregoingcontrary, the aggregate Servicing Fee due Midland Master Servicer (and its successors and assigns) shall also be entitled to the Master Servicer Excess Servicing Strip with respect to the Mortgage Loans that it is servicing and may at its option assign or pledge to any Distribution Date (but third party or retain for itself the Excess Servicing Strip; provided, however, that in no the event the Trustee Fee payable on such Distribution Date out of any resignation or termination of the Midland Master Servicer, all or any portion of the Excess Servicing Fee) shall Strip may be reduced by the aggregate amount Trustee to the extent reasonably necessary (in the sole discretion of any excess of Prepayment Interest Shortfalls over Prepayment Interest Excesses the Trustee) for the related Prepayment Period, up Trustee to an amount equal obtain a qualified successor Master Servicer (and primary servicer with respect to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans or Serviced Whole Loans being primarily serviced by the Midland Master Servicer) (which successor may include the Trustee) that meets the requirements of Section 6.4 and that requires market rate servicing compensation that accrues at a per annum rate in excess of 0.005% (0.50 basis points). The Midland Master Servicer (or its successor hereunder, if any) shall pay the Excess Servicing Strip to the holder of the Excess Servicing Strip (i.e., Midland Loan Services, Inc. or any such third party) at such time and to the extent the Midland Master Servicer is entitled to receive payment of its Master Servicing Fees hereunder, notwithstanding any resignation or termination of the Midland Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). In the event that the Midland Master Servicer is terminated or resigns as Master Servicer, it (and its successors and assigns) will be entitled to retain the Excess Servicing Strip, except to the extent that any portion of such Excess Servicing Strip is needed (as determined by the Trustee in its discretion) to compensate any replacement Master Servicer for assuming the related Interest Accrual Periodduties of the Midland Master Servicer under this Agreement. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeLower-Tier Distribution Account. The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian Agent and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's its responsibilities and obligations under this Agreement. Except as otherwise provided herein, the each Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, each of the Master Servicer and the Co-Servicer shall be entitled, entitled to the Servicing Fee with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing Feeserviced by it, which fee shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). The Master Servicer's and the Co-Servicer's rights to their respective portions of the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all or part of the Master Servicer's or the Co-Servicer's responsibilities and obligations under this Agreement. In addition, each of the Master Servicer and the Co-Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, (i) with respect to the Servicer, any interest or other income earned on amounts on deposit in the Collection Account maintained by the Servicer, with respect to the Co-Servicer, any interest or other income earned on amounts on deposit in the Collection Account maintained by the Co-Servicer and, with respect to the Servicer and Co-Servicer, investment income earned on amounts on deposit in certain Reserve Accounts (to the extent consistent with the related Mortgage Loan) with respect to the Mortgage Loans serviced by it (to the extent such interest or other income is not required to be paid to the related Borrower pursuant to the terms of the related Mortgage Loan or applicable law) and (ii) to the extent permitted by applicable law and the related Mortgage LoansLoans (and not otherwise payable to the Special Servicer pursuant to Section 3.12(b)), any late payment charges (except to the extent used to offset Advance Interest)charges, Assumption Fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer and the Co-Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer or the Co-Servicer, as applicable, shall also be entitled to receive, for any Specially Serviced Mortgage Loan, 50% of any modification or Assumption Fees for any such Mortgage Loan for which the consent of, or review by, the Servicer or the Co-Servicer is specifically required pursuant toto the terms hereunder, and including, without limitation, Section 3.28(l), Section 3.30(c) or Section 3.30(b)(viii) (or if the Special Servicer requests the Servicer's or the Co-Servicer's consent). The Trustee shall, to the extent provided in, in Sections 3.06(iv), 3.06(d) and 3.07(b) ), withdraw and pay to withdraw the Servicer on each Distribution Date from the Collection Distribution Account, Upper-Tier Distribution Account, Default Interest Distribution Account, the Excess Interest Distribution Account, the Repurchase Price Return of Premium Distribution Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) Post Lock-Out Return of Premium Distribution Account any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee and investment income earned on any Principal Prepayments during the related Collection Period and due to the Master Servicer with respect to or the Co-Servicer, as applicable, on any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by as provided in the aggregate amount definition of any excess of Servicer Prepayment Interest Shortfalls over Prepayment Interest Excesses for applicable to the related Prepayment PeriodServicer or the Co-Servicer, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual Periodrespectively. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, which shall be payable by the Master Servicer out a portion of the aggregate Servicing FeeFee with respect to each Mortgage Loan and which shall be payable from amounts on deposit in the Distribution Account as set forth in Section 3.06(v). The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, each of the Master Servicer and the Co-Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it. In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.

Servicing Fees, Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, entitled to the Servicing Fee with respect to each Mortgage Loan and each Interest Accrual Period, to the Servicing FeeLoan, which fee shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(iv). Late payment charges and Net Default Interest actually collected on Specially Serviced Mortgage Loans accruing while such Mortgage Loans are Specially Serviced Mortgage Loans shall be promptly paid to the Special Servicer by the Servicer and shall not be required to be deposited in the Collection Account. The Master Servicer's rights to the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all or part of the Master Servicer's responsibilities and obligations under this Agreement. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensationServicing Compensation, (i) any interest or other income earned on amounts on deposit in the Collection Account maintained by the Servicer and investment income earned on amounts on deposit in Borrower Accounts (to the extent consistent with the related Mortgage Loan) with respect to the Mortgage Loans serviced by it (to the extent such interest or other income is not required to be paid to the related Borrower pursuant to the terms of the related Mortgage Loan or applicable law) and (ii) to the extent permitted by applicable law and the related Mortgage LoansLoans (and not otherwise payable to the Special Servicer pursuant to Section 3.12(b)), any late payment charges (except to charges, 50% of the extent used to offset Advance Interest)Assumption Fees for non-Specially Serviced Mortgage Loans, Assumption Feesassumption processing fees on non-Specially Serviced Mortgage Loans, loan modification feesfees for modifications done by the Servicer in accordance with Section 3.29(c), extension fees, loan service transaction fees, demand feesNet Default Interest, Prepayment Interest Excess with respect to all Mortgage Loans in excess of any Prepayment Interest Shortfalls with respect to the Mortgage Loans (other than Mortgage Loans that permit prepayments on a date other than a Due Date and other than Specially Serviced Mortgage Loans), beneficiary statement charges, aggregate Prepayment Interest Excess (but only to the extent such amount exceeds the aggregate Prepayment Interest Shortfall for the related Prepayment Period), charges or similar items (but not including any Net Default Interest or Yield Maintenance ChargesPrepayment Premiums), in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts as additional compensation, including any late payment charges, charges with respect to a specific any Mortgage Loan with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured and all delinquent amounts (including any Default Interest) due with respect to such Mortgage Loan have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and 3.07(b) to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage Loan or applicable law) any interest or other income earned on deposits therein. Notwithstanding the foregoing, the aggregate Servicing Fee on all Mortgage Loans and investment income earned on any Principal Prepayments during the related Collection Period and due to the Master Servicer with respect to on any Distribution Date (but in no event the Trustee Fee payable on such Distribution Date out of the Servicing Fee) shall be reduced by as provided in the aggregate amount definition of any excess of Servicer Prepayment Interest Shortfalls over Prepayment Interest Excesses for applicable to the related Prepayment Period, up to an amount equal to 0.04% per annum of the aggregate Stated Principal Balance of the Mortgage Loans for the related Interest Accrual PeriodServicer. As compensation for its activities hereunder, hereunder on each Distribution Date Date, the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee Fee, Fee with respect to each Mortgage Loan and which shall be payable by from amounts on deposit in the Master Servicer out of the aggregate Servicing FeeDistribution Account as set forth in Section 3.06(v). The Trustee shall pay the routine fees and expenses of the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent. The Trustee's rights to the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee's responsibilities and obligations under this Agreement. Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by itit (but excluding any Other Servicers or Other Special Servicers). In addition, the Master Servicer shall pay the annual monitoring and surveillance fees for S&P. Except as otherwise provided herein, the Trustee shall pay all expenses incurred by it, the Fiscal Agent, the Certificate Registrar, the Paying Agent, the Custodian and the Authenticating Agent it in connection with their its activities hereunder.