Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance related Proceeds, Subsequent Recoveries and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related Late Collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Charges) shall be retained by the Servicer only to the product of one-twelfth (1/12extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) of to withdraw from the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment ReceivablesCollection Account, in each case as of the first day of such Collection Period. As additional servicing compensation, interest or other income earned on deposits therein. The Servicer shall also be entitled as additional servicing compensation, to interest or other income earned on deposits in the Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12. The Servicer shall also be entitled to earnings retain net Prepayment Interest Excesses (net of losses and investment expensesto the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Sections 3.26, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer's responsibilities and obligations under this Servicing Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds charges or otherwise (x) 1% of the aggregate Principal Balance of all Receivables subject to Section 3.24 and other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Master Servicer only to the first day of extent such Collection Periodfees or charges are received by the Master Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expensespursuant to Section 3.23(b) on amounts on deposit in the Payahead to withdraw from any REO Account, disposition fees paid with respect as additional servicing compensation, interest or other income earned on deposits therein, subject to Final Payment Receivables Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided herein in Section 8.05, the expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal (a) Subject to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablesfollowing paragraph, in each case as of the first day of such Collection Period. As additional servicing compensationcompensation for its services hereunder, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid a Servicing Fee payable with respect to Final Payment Receivables each Mortgage Loan. As to each Mortgage Loan, the Servicing Fee shall be payable monthly from payments of interest on such Mortgage Loan prior to the deposit of such payments into the applicable Custodial Account, shall accrue at the applicable Servicing Fee Rate, and any administrative fees and charges and all late payment fees actually collected (from whatever source) shall be computed on the Receivables other than fees basis of the same principal amount and for the same period respecting which such interest payment was computed. (b) The Servicing Fee for each Mortgage Loan shall be payable solely from (i) the interest portion of the related Monthly Payment (to the extent paid by the Mortgagor, but only if a full interest payment is received), or (ii) from any payment of interest made with respect to the Mortgage Loan from the proceeds of foreclosure or any judgment, writ of attachment or levy against the Mortgagor or the Mortgagor's assets, or (iii) from funds paid in connection with any prepayment in full, or (iv) from Insurance Proceeds or Liquidation Proceeds. (c) As additional compensation hereunder, the extension Servicer may retain (i) all net interest earnings on balances maintained in the Custodial Account and Escrow Accounts and (ii) the Ancillary Fees. (d) The Servicer's right to the Servicing Fee shall not be transferred in whole or deferral in part except in connection with any permitted transfer of payments on a Receivable (all the "Supplemental Servicing Fee")Servicer's obligations under this Agreement. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements reimbursement therefor except as specifically provided for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3herein.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Section 3.29, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer's responsibilities and obligations under this Agreement; PROVIDED, HOWEVER, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges, ancillary income or otherwise (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Master Servicer only to the first day of extent such Collection Periodfees or charges are received by the Master Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expensespursuant to Section 3.23(b) on amounts on deposit in the Payahead to withdraw from any REO Account, disposition fees paid with respect as additional servicing compensation, interest or other income earned on deposits therein, subject to Final Payment Receivables Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of premiums for the Owner Trustee and the Indenture Trustee (and any custodian appointed insurance required by the Owner Trustee and the Indenture Trustee) and independent accountantsSection 3.14, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent such premiums are not paid by such subservicerthe related Mortgagors or by a Sub-Servicer and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan, the Companion Loans and any REO Mortgage Loan payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges (to the product extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationis continuing, the Servicer shall also be entitled to earnings retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid and all interest on Advances and Companion Loan Advances has been paid and all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to retain as additional compensation any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead Collection Account, disposition fees the Cash Management Account (to the extent not payable to the Borrower) and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement. KeyBank National Association and any successor holder of the Excess Servicing Fee Right shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Right in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit T-1 to this Agreement, and (iii) the prospective transferee shall have delivered to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit T-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator or the Certificate Registrar is obligated to register or qualify the Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of the Excess Servicing Fee Right without registration or qualification. KeyBank National Association and each holder of the Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such holder of the Excess Servicing Fee Right by its acceptance of the Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Fee Right effected by such Person, to indemnify the Trust Interest Owners, the Trust, the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding of the Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Fee Right or any Trust Interest pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Fee Right, the Person then acting as the Servicer shall pay, out of each amount paid to such Servicer as Servicing Fees with respect to Final Payment Receivables and any administrative fees and charges and all late the Mortgage Loan (including as an REO Mortgage Loan), the Excess Servicing Fees to the holder of the Excess Servicing Fee Right within one (1) Business Day following the payment fees actually collected (from whatever source) on of such Servicing Fees to the Receivables other than fees paid Servicer, in connection each case in accordance with payment instructions provided by such holder in writing to the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Servicer. The holder of the Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be required entitled to pay receive a Special Servicing Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in connection with performing its activities duties hereunder other than: (including i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the Indenture Trustee successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the Trust Loan or makes a Loss of Value Payment pursuant to the related Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to the Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and any custodian appointed Condemnation Proceeds, except that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). During the continuance of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Owner Trustee and the Indenture Trustee) and independent accountantsBorrower for such purpose, any subservicer, taxes imposed on the Servicer or any subservicer late payment fees (to the extent not paid by such subservicerremaining after application pursuant to Section 3.17(b)), Default Interest accrued upon and after such Special Servicing Loan Event (to the extent remaining after application pursuant to and Section 3.17(b)), assumption fees, assumption application fees, Consent Fees, release fees, Modification Fees, loan service transaction fees, amounts for checks returned for insufficient funds which checks were deposited in the Foreclosed Property Account and similar fees and expenses incurred to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), release fees, Modification Fees and Consent Fees. Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees collected or earned by the Special Servicer within the prior 24 months (determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with distributions and reports any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the Certificateholders extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. If the Special Servicer is terminated without cause, and it commenced the process of liquidation of the Property or any Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or the Property or Foreclosed Property that was being administered by the Special Servicer at the time of such termination. The terminated Special Servicer and the Noteholderssuccessor Special Servicer will apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be apportioned on the basis of the number of months the terminated Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or the Property or Foreclosed Property. For the avoidance of doubt, with respect to any of the foregoing fees that is required to be shared between the Servicer and reimbursements for expenses paid the Special Servicer pursuant to Lewtan Technologiesthe terms of this Agreement, Inc.)the Servicer and the Special Servicer shall each have the right in their sole discretion, except expenses incurred but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in connection with realizing upon Receivables under Section 3.3.any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to the Mortgage Loan so

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or Gross Subsequent Recoveries to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of Prepayment Interest Excess, assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Master Servicer only to the first day of extent such Collection Periodfees or charges are received by the Master Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect and pursuant to Final Payment Receivables and Section 3.23(b) to withdraw from any administrative fees and charges and all late payment fees actually collected (from whatever source) REO Account, as additional servicing compensation, interest or other income earned on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances and servicing compensation of each Sub-Servicer, and to the extent provided herein and in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, Subsequent Recoveries and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related Late Collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, net Prepayment Interest Excesses (to the product of one-twelfth extent not required to offset Prepayment Interest Shortfalls), NSF fees, reconveyance fees and other similar fees and charges (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) to withdraw from the Collection Account, as additional servicing compensation, interest or other income earned on amounts deposits therein. The Servicer shall also be entitled as additional servicing compensation, to interest or other income earned on deposit deposits in the Payahead Account, disposition fees paid Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected Section 3.12. (from whatever sourcec) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form of Exhibit S-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit S-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced Companion Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the product Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Deferred Balloon Payment ReceivablesServiced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (vi) 100% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans and any administrative fees Serviced Companion Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans and charges Serviced Companion Loans during such Collection Period, and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account or to retain from interest payments on the Mortgage Loans the amount of its Servicing Fee" . The Servicing Fee shall be payable monthly and shall be computed on the basis of the same unpaid principal balance and for the period respecting which any related interest payment on a Mortgage Loan is computed. The Servicing Fee shall be payable only at the time of and with respect to a Collection Period those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The obligation of the Purchaser to pay the Servicing Fee is limited to, and payable solely from, the interest portion of such Monthly Payments collected by the Company. Additional servicing compensation in the form of assumption fees, to the extent provided in Section 6.01, and late payment charges and Prepayment Penalties, shall be an amount equal retained by the Company to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also extent not required to be entitled to earnings (net of losses and investment expenses) on amounts on deposit deposited in the Payahead Custodial Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer Company shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full, the Company shall not waive, and shall not permit the waiver of, any Prepayment Penalty or portion thereof required by the terms of the Owner Trustee and related Mortgage Note unless (i) the Indenture Trustee Company determines that such waiver would maximize recovery of Liquidations Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Penalty, or (and any custodian appointed ii) (A) the enforeceability therefore is limited (1) by the Owner Trustee and the Indenture Trusteebankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (due to the extent not paid by such subservicer), expenses incurred acceleration in connection with distributions and reports to a foreclosure or other involuntary payment or (B) the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3enforceability is otherwise limited or prohibited by applicable law.

Servicing Compensation. As consideration for servicing the Mortgage Loans subject to this Agreement, the Servicer and the Subservicer shall be paid in the aggregate the relevant Servicing Administration Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Administration Fee shall be payable monthly and retained by the Servicer or the Subservicer, as applicable. Additional servicing compensation in the form of Ancillary Income shall be retained by the Subservicer only and is not required to be deposited in the Custodial Account. The "obligation of the Issuer to pay the Servicing Fee" Administration Fee is limited to, and the Servicing Administration Fee is payable from, the interest portion (including recoveries with respect to a Collection Period shall be an amount equal to the product of one-twelfth (1/12interest from Liquidation Proceeds) of such Scheduled Payment collected by the sum of (x) 1% Servicer, or as otherwise provided in Section 4.02(e)(2). Each of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Servicer and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer Subservicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed shall not be entitled to reimbursement thereof except as specifically provided for herein. The Servicing Administration Fee payable to or retained by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or the Subservicer, as applicable, with respect to any subservicer (Due Period shall be reduced by the Prepayment Interest Shortfall Amount for the related Prepayment Period required to be deposited in the Custodial Account and remitted to the extent not paid by such subservicer), expenses incurred in connection with distributions Master Servicer on the related Servicer Remittance Date. The Servicer and reports the Subservicer shall be obligated to remit to the Certificateholders Master Servicer on each Servicer Remittance Date the Prepayment Interest Shortfall Amount, only up to an amount equal to in the aggregate the Servicing Administration Fee the Servicer and the Noteholders, and any fees and reimbursements Subservicer are entitled to receive for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3such Due Period.

Servicing Compensation. The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to the Mortgage Loan, the Companion Loans and any Foreclosed Property payable monthly from the Collection Account from payments of interest on the Mortgage Loan or the Companion Loans or otherwise in accordance with and subject to Section 3.4(c)(iii); provided that if such collections on the Mortgage Loan and the Companion Loans are not sufficient to pay all accrued and unpaid Servicing Fees on the Whole Loan upon the final liquidation of the Whole Loan, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit with respect to the Whole Loan in accordance with Section 3.4(c)(vi). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). In addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that such items are actually collected on the Whole Loan: (i) (x) so long as the Whole Loan is not a Specially Serviced Whole Loan, 50% of the Modification Fees actually collected during the related Collection Period shall be an amount equal and paid in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the product absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables Special Servicer under this Agreement and (y) 0.25so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of the aggregate Principal Balance Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (ii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and Deferred Balloon Payment Receivables50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (iv) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent the Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (v) any and all amounts collected for checks returned for insufficient funds; (vi) all or a portion of charges for beneficiary statements or demands actually paid by the Borrower; (vii) if the Whole Loan is not a Specially Serviced Whole Loan, 100% of other loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits in the Collection Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each Collection Period and, further, in each the case of a servicing account or Reserve Account, only to the extent such interest or other income is not required to be paid to the Borrower under applicable law or under the Loan Documents); (ix) 100% of late payment charges and net Default Interest that accrued when the Whole Loan is not a Specially Serviced Whole Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c) and (x) 100% of defeasance fees. If a Special Servicing Loan Event occurs and is continuing with respect to the Whole Loan, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the first day Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Parties negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor special servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to Liquidated Property or any full, partial or discounted payoff of the Mortgage Loan or the Companion Loans or the liquidation of the Mortgage Loan or the Companion Loans as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with any repurchase of the Mortgage Loan (or any allocable portion thereof) by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreement or a Companion Loan under an Other Pooling and Servicing Agreement (so long as such repurchase occurs within the 90 day time period required by the Mortgage Loan Purchase Agreement for the Mortgage Loan Sellers to cure or repurchase the Mortgage Loan or a portion of the Mortgage Loan or such time period required by the Mortgage Loan Purchase Agreement relating to any Other Securitization Trust (plus any applicable extension period)), or in connection with the sale of the Mortgage Loan by the Special Servicer to the Servicer or the Special Servicer pursuant to Section 3.16 hereof. The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). Notwithstanding anything herein to the contrary, with respect to the Whole Loan and any amount collected in a Collection Period. As additional servicing compensation, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. The Special Servicer shall also be entitled to earnings the following items as additional special servicing compensation, to the extent that such items are actually collected on the Whole Loan: (net of losses and investment expensesi) on amounts on deposit in if the Payahead Account, disposition fees paid Whole Loan is a Specially Serviced Whole Loan or with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees a Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period; (from whatever sourceii) on if the Receivables Whole Loan is not a Specially Serviced Whole Loan, 50% of Modification Fees collected during the related Collection Period in connection with a consent, approval or other than action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Fees collected during the related Collection Period and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (v) if the Whole Loan is a Specially Serviced Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that the extension or deferral of payments on a Receivable (Servicer is not permitted to grant in the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses absence of the Owner Trustee consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (vi) if the Whole Loan is a Specially Serviced Whole Loan, all or a portion of charges for beneficiary statements or demands and the Indenture Trustee (and any custodian appointed other loan processing fees actually paid by the Owner Trustee Borrower; (vii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of other loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits in the Foreclosed Property Account (but only to the extent of the net investment earnings, if any, for each Collection Period); and the Indenture Trustee(ix) 100% of late payment charges and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer Default Interest (to the extent not paid by such subservicerapplied to pay other amounts pursuant to Section 3.4(c)) that accrue when the Whole Loan is a Specially Serviced Whole Loan. Notwithstanding any other provision in this Agreement, expenses neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with distributions and reports the performance of its duties hereunder unless (i) the amount of such payment to the Certificateholders Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Parties (to the extent the Loan Parties are required to do so under the Loan Agreement); (ii) failure of the Loan Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the NoteholdersSpecial Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as a Trust Fund Expense. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or the Servicer’s right to other servicing compensation provided for herein shall be made, and any fees and reimbursements for expenses paid such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to Lewtan Technologiesa successor Servicer or successor special servicer, Inc.)as applicable, except expenses incurred in connection with realizing upon Receivables the assumption by such successor of the duties hereunder pursuant to Section 7.2. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under Section 3.3this Agreement. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees and any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer to be deposited by the Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable Special Servicer Fees by the Special Servicer or its Affiliates. On any Distribution Date immediately following such receipt, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date related to such Distribution Date, and the Servicer shall deliver to the Certificate Administrator, without charge, one (1) Business Day prior to the Distribution Date an electronic report which may include HTML, word or excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator, the Servicer and the Special Servicer that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date.

Servicing Compensation. The "As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the product extent permitted by Section 3.11(a)(iii)(A) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Servicer’s responsibilities and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Periodobligations under this Agreement. As additional part of its servicing compensation, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit Prepayment Interest Excess. Additional servicing compensation in the Payahead Accountform of assumption fees, disposition fees paid with respect to Final Payment Receivables late payment charges and any administrative other similar fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than Prepayment Charges) shall be retained by the Servicer (subject to Section 3.24) only to the extent such fees paid in connection with or charges are received by the extension Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or deferral of payments other income earned on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of premiums for the Owner Trustee and the Indenture Trustee (and any custodian appointed insurance required by the Owner Trustee and the Indenture Trustee) and independent accountantsSection 3.14, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent such premiums are not paid by such subservicer)the related Mortgagors or by a Sub-Servicer, expenses incurred in connection with distributions servicing compensation of each Sub-Servicer) and reports shall not be entitled to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan, the Companion Loans and any REO Trust Loan and REO Companion Loans payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges (to the product extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationis continuing, the Servicer shall also be entitled to earnings retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid and all interest on Advances and Companion Loan Advances has been paid and all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to retain as additional compensation any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead Collection Account, disposition fees the Cash Management Account (to the extent not payable to the Borrower) and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement. KeyBank National Association and any successor holder of the Excess Servicing Fee Right shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Right in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit T-1 to this Agreement, and (iii) the prospective transferee shall have delivered to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit T-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator or the Certificate Registrar is obligated to register or qualify the Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of the Excess Servicing Fee Right without registration or qualification. KeyBank National Association and each holder of the Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such holder of the Excess Servicing Fee Right by its acceptance of the Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Fee Right effected by such Person, to indemnify the Trust Interest Owners, the Trust, the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding of the Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Fee Right or any Trust Interest pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Fee Right, the Person then acting as the Servicer shall pay, out of each amount paid to such Servicer as Servicing Fees with respect to Final Payment Receivables and any administrative fees and charges and all late the Mortgage Loan (including as an REO Mortgage Loan), the Excess Servicing Fees to the holder of the Excess Servicing Fee Right within one (1) Business Day following the payment fees actually collected (from whatever source) on of such Servicing Fees to the Receivables other than fees paid Servicer, in connection each case in accordance with payment instructions provided by such holder in writing to the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Servicer. The holder of the Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be required entitled to pay receive a Special Servicing Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues (subject to a maximum amount of $250,000 payable in any year) as well as reimbursement for all other costs or expenses incurred by it in connection with performing its activities duties hereunder other than: (including i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest, Monthly Additional Interest Amounts, Accrued Interest and Accrued and Deferred Principal) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur; provided, that in no event shall the Work-out Fee payable in respect of the Mortgage Loan or Foreclosed Property exceed $2,500,000. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the Indenture Trustee successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the Trust Loan or makes a Loss of Value Payment pursuant to the related Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and any custodian appointed Condemnation Proceeds; provided, that in no event shall the Liquidation Fee payable in respect of the Mortgage Loan or Foreclosed Property exceed $2,500,000; and provided, further, that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). During the continuance of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Owner Trustee and the Indenture Trustee) and independent accountantsBorrower for such purpose, any subservicer, taxes imposed on the Servicer or any subservicer late payment fees (to the extent not paid by such subservicerremaining after application pursuant to Section 3.17(b)), Default Interest accrued upon and after such Special Servicing Loan Event (to the extent remaining after application pursuant to and Section 3.17(b)), assumption fees, assumption application fees, Consent Fees, release fees, Modification Fees, loan service transaction fees, amounts for checks returned for insufficient funds which checks were deposited in the Foreclosed Property Account and similar fees and expenses incurred to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), release fees, Modification Fees and Consent Fees. Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Properties shall be offset by any Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan in connection with distributions and reports any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the Certificateholders extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. If the Special Servicer is terminated without cause, and it commenced the process of liquidation of any Property or any Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or such Property or Foreclosed Property that was being administered by the Special Servicer at the time of such termination. The terminated Special Servicer and the Noteholderssuccessor Special Servicer will apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be apportioned on the basis of the number of months the terminated Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or such Property or Foreclosed Property. For the avoidance of doubt, with respect to any of the foregoing fees that is required to be shared between the Servicer and reimbursements for expenses paid the Special Servicer pursuant to Lewtan Technologiesthe terms of this Agreement, Inc.)the Servicer and the Special Servicer shall each have the right in their sole discretion, except expenses incurred but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in connection with realizing upon Receivables under Section 3.3.any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall

Servicing Compensation. The "In addition to any other fees to which Servicer is entitled hereunder, as compensation for its services hereunder, the Servicer shall be entitled to a Servicing Fee" Fee payable with respect to a Collection Period each Mortgage Loan. As to each Mortgage Loan, the Servicing Fee shall (i) be payable monthly from payment of interest on such Mortgage Loan prior to the deposit of such payments into the Custodial Account, (ii) accrue at the applicable Servicing Fee Rate, and (iii) be computed on the basis of the same principal amount and for the same period respecting which such interest payment was computed. The Servicer shall be an amount equal entitled to recover accrued but unpaid Servicing Fees in respect of any Mortgage Loan to the product extent permitted by Section 4.05. The Servicer’s right to the Servicing Fee shall not be transferred in whole or in part except in connection with the transfer of one-twelfth (1/12) all the Servicer’s obligations under this Agreement. Servicing compensation in addition to the Servicing Fee, in the form of assumption fees as provided in Section 7.01, interest paid on funds deposited in the Escrow Account to the extent permitted by Section 4.06, default interest in excess of the sum of (x) 1% of the aggregate Principal Balance of all Receivables Mortgage Interest Rate and late payment charges and other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablesancillary fees, in each case as of to the first day of such Collection Period. As additional servicing compensationextent collected, shall be retained by the Servicer and shall also not be entitled required to earnings (net of losses and investment expenses) on amounts on deposit in be deposited into the Payahead Custodial Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements reimbursement therefor except as specifically provided for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3herein.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form of Exhibit S-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit S-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced Companion Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that (A) is processed by the product Special Servicer or (B) the Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer, in each case under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Deferred Balloon Payment ReceivablesServiced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that (A) is processed by the Special Servicer or (B) the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that (A) is processed by the Special Servicer or (B) the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans (regardless of whether the Master Servicer or the Special Servicer processes the assumption); (vi) 100% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that (A) is processed by the Special Servicer or (B) the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action or such action is processed by the Special Servicer; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans and any administrative fees Serviced Companion Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans and charges Serviced Companion Loans during such Collection Period, and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee and the Administration Fee and Buydown Funds with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees and unpaid Administration Fees out of Insurance Proceeds or Liquidation Proceeds to the product extent permitted by Section 3.11(a)(iii)(A) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee and the Administration Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer’s responsibilities and obligations under this Agreement. Additional servicing compensation in the form of assumption fees, late payment charges and other similar fees and charges shall be retained by the Master Servicer (xsubject to Section 3.24) 1% of only to the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of extent such fees or charges are received by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection PeriodMaster Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect and pursuant to Final Payment Receivables Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture TrusteeTrust Administrator) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or Gross Subsequent Recoveries to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Sub‑Servicer pursuant to a Sub‑Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of Prepayment Interest Excess, prepayment premiums or charges in connection with voluntary Principal Prepayments in part, assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect and pursuant to Final Payment Receivables and Section 3.23(b) to withdraw from any administrative fees and charges and all late payment fees actually collected (from whatever source) REO Account, as additional servicing compensation, interest or other income earned on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub‑Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances and servicing compensation of each Sub‑Servicer, and to the extent provided herein and in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to As compensation for its servicing and custodial activities hereunder and reimbursement for its expenses (in the product case of one-twelfth (1/12Conn Appliances only) of as set forth in the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationimmediately following paragraph, the Servicer shall also be entitled to earnings receive a servicing fee (net of losses and investment expensesthe “Servicing Fee”) on amounts on deposit as set forth in the Payahead AccountTransaction Documents (including, disposition fees paid with regards to SST as Successor Servicer, as set forth on the SST Fee Schedule) prior to the Indenture Termination Date as described in Section 12.1 of the Indenture. The Servicing Fee shall be payable, with respect to Final Payment Receivables each Series, at the times and any administrative fees and charges and all late payment fees actually collected (from whatever source) on subject to the Receivables other than fees paid limitations set forth in the Indenture. The initial Servicer’s expenses include expenses incurred by the initial Servicer in connection with its activities hereunder; provided, that the extension initial Servicer in its capacity as such shall not be liable for any liabilities, costs or deferral expenses of payments the Receivables Trust, the Issuer, the Noteholders or the Note Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a Receivable (failure to comply therewith) except to the "Supplemental Servicing Fee")extent that such liabilities, taxes or expenses arose as a result of the breach by the initial Servicer of its obligations under Section 6.02 hereof. The In such case, the initial Servicer shall be required to pay all such expenses incurred by it in connection with for its activities hereunder (including fees own account and shall not be entitled to any payment therefor other than the Servicing Fee. The payment of the expenses of SST, as Successor Servicer, which with respect to SST are set forth in the Owner Trustee and SST Fee Schedule attached to the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsBack-Up Servicing Agreement, any subservicer, taxes imposed shall be distributed on the Servicer or any subservicer (each Payment Date to the extent not paid by such subservicer), expenses incurred of funds available therefor in connection accordance with distributions and reports to Section 5.15 of the Certificateholders Indenture and the Noteholders, SST Fee Schedule. The provisions of this Section 2.09 shall survive the termination of this Agreement and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3the earlier resignation or removal of the Servicer.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationcompensation for its services hereunder, the Servicer shall also be entitled to earnings (net pay itself the Servicer's Servicing Fee from the gross amount of losses and investment expenses) interest payments on amounts on deposit each Mortgage Loan which are actually received by the Servicer with respect thereto. Additional servicing compensation in the Payahead Accountform of non-sufficient funds check fees, disposition fees paid with respect to Final Payment Receivables assumption fees, other related administrative fees, late payment charges, Prepayment Charges (except as otherwise specified in the relevant Commitment Letter) and any administrative other similar types of ancillary fees and charges and all late payment fees which are actually collected (from whatever source) on received by the Receivables other than fees paid in connection with Servicer may be retained by the extension Servicer to the extent not required to be deposited into the Account pursuant to the terms of this Agreement. In addition to the Servicing Fee payable hereunder, the Servicer shall be entitled to pay itself an REO Management Fee for each REO Property managed by the Servicer or deferral of payments on a Receivable (the "Supplemental Servicing Fee")its agent. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses shall not be entitled to reimbursement therefor except as specifically provided for in this Agreement. The obligation of the Owner Trustee to pay the Servicing Fee is limited to, and payable solely from, the Indenture Trustee (interest portion of the Monthly Payments and any custodian appointed Late Collections collected by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on Servicer with respect to such Mortgage Loan. Any Late Collections shall be applied by the Servicer or any subservicer in the following order of priority: (i) first to pay the extent not paid by such subservicer), expenses incurred in connection with distributions collection of such Late Collections, (ii) second to reimburse itself for any related unpaid Servicing Fees, unpaid REO Management Fees and reports unreimbursed Servicing Advances and Monthly Advances and (iii) the balance to be distributed to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3Owner.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan, the Companion Loan(s) and any REO Trust Loan and REO Companion Loan(s) payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges (to the product extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer (the first day of such Collection Period“Servicer Customary Expenses”). As additional servicing compensationIn addition, the Servicer shall also be entitled to earnings retain as Additional Servicing Compensation, in each case to the extent actually paid by the Borrowers for such purpose, any late payment fees accrued prior to a Special Servicing Loan Event (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), any Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), amounts for checks returned for insufficient funds which checks were deposited in an account maintained by the Servicer, and any assumption fees, assumption application fees, release fees, Modification Fees, charges for beneficiary statements (to the extent prepared by the Servicer), Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses (earned with respect to the Trust Loan so long as a Special Servicing Loan Event does not exist), in each case, to the extent actually received from the Borrowers with respect to the Mortgage Loan and to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid, all Advances and Companion Loan Advance have been reimbursed, and all interest on Advances and Companion Loan Advance has been paid and all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to retain as additional compensation any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead Collection Account, disposition fees paid the Loss of Value Reserve Fund, any Reserve Accounts (to the extent not payable to the Borrower Related Parties) to the extent provided for in this Agreement. For the avoidance of doubt, the Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Servicer and the Special Servicer. If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to Final Payment Receivables and any administrative fees and charges and the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues, as well as reimbursement for all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension costs or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with performing its activities duties hereunder other than: (including i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the Indenture Trustee successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the Trust Loan (or any allocable part thereof) or makes a Loss of Value Payment pursuant to the related Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds; provided, that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). During the continuance of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrowers for such purpose, any late payment fees and Default Interest accrued upon and after a Special Servicing Loan Event (in each case to the extent remaining after application pursuant to Section 3.17(b)), and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsassumption fees, any subservicerassumption application fees, taxes imposed on the Servicer or any subservicer Consent Fees, release fees, charges for beneficiary statements (to the extent not paid by such subservicerthe Special Servicer), Modification Fees, loan service transaction fees and similar fees and expenses incurred (earned with respect to the Trust Loan while a Special Servicing Loan Event exists) and any amounts for checks returned for insufficient funds which checks were deposited in the Foreclosed Property Account and similar fees, to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement; and if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), release fees, Modification Fees and Consent Fees. For the avoidance of doubt, the Special Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Servicer and the Special Servicer. Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Properties shall be offset by any Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan in connection with distributions and reports any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the Certificateholders extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. If the Special Servicer is terminated without cause, and it commenced the process of liquidation of any Property or any Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or such Property or Foreclosed Property that was being administered by the Special Servicer at the time of such termination. The terminated Special Servicer and the Noteholderssuccessor Special Servicer shall apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be apportioned on the basis of the number of months the terminated Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or such Property or Foreclosed Property. For the avoidance of doubt, with respect to any of the foregoing fees that constitutes Additional Servicing Compensation and is required to be shared between the Servicer and the Special Servicer pursuant to the terms of this Agreement, the Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party): (i) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other; and (ii) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, (A) the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee and (B) the other such party shall nevertheless be entitled to charge its portion of the related fee to which it would have been entitled if the Servicer or the Special Servicer, as applicable, had charged a fee. Notwithstanding the foregoing, the Special Servicer may, in connection with a workout or other modification of the Trust Loan or any Companion Loan and without consent of the Servicer, waive any or all related Default Interest and late payment charges, regardless of who is entitled to receive such payments as compensation; provided, that any collections in respect of such Default Interest and late payment charges will be shared pro rata by the Servicer and Special Servicer based on the respective portions of such Default Interest and late payment charges to which each would have otherwise been entitled. The Servicer and the Special Servicer shall use efforts consistent with Accepted Servicing Practices to collect from the Borrowers the amount of any fees and reimbursements for other expenses paid to Lewtan Technologiespayable by the Borrowers under the Mortgage Loan Documents, Inc.)including, except expenses incurred without limitation, Borrower Reimbursable Trust Fund Expenses, including exercising all remedies available under the Mortgage Loan Documents that would be in connection accordance with realizing upon Receivables under Section 3.3Accepted Servicing Practices.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form of Exhibit S-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit S-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced Companion Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the product Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and Deferred Balloon Payment Receivablespaid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (vi) 100% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans and any administrative fees Serviced Companion Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans and charges Serviced Companion Loans during such Collection Period, and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "Servicing Fee" with respect As consideration for servicing the Mortgage Loans subject to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationthis Agreement, the Servicer shall also retain the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The obligation of the Seller to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation proceeds) of such Monthly Payment collected by the Servicer. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate Servicing Fees for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall be obligated to pay the aggregate Prepayment Interest Shortfall Amount for any month to the extent not covered by the aggregate Servicing Fees for such month up to a maximum of the aggregate Servicing Fees for such month. The Servicer shall be entitled to earnings (net recover any unpaid Servicing Fee out of losses Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and investment expenses) on out of amounts on deposit in derived from the Payahead Account, disposition fees paid with respect operation and sale of an REO Property to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements reimbursement thereof except as specifically provided for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3herein.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 4.03(e). In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds to the product extent permitted by Section 3.05(a)(ii), out of one-twelfth (1/12general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.13. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer's responsibilities and obligations under this Agreement. Additional servicing compensation in the form of Prepayment Interest Excess, assumption fees, late payment charges, insufficient funds fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment ReceivablesMaster Servicer only to the extent such amounts, in each case as of fees or charges are received by the first day of such Collection PeriodMaster Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.05(a)(vi) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect pursuant to Final Payment Receivables Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw from any administrative fees and charges and all late payment fees actually collected (from whatever source) REO Account, as additional servicing compensation, interest or other income earned on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "(a) In consideration for its services hereunder, until the Collection in Full of the Securitization Charges, the Servicer shall receive an annual fee (the “Servicing Fee" with respect to a Collection Period shall be ”) in an amount equal to the product of one-twelfth (1/12i) of the sum of (x) 10.05% of the aggregate Principal Balance initial principal amount of all Receivables other than Deferred Payment Receivables Securitization Bonds for so long as Consumers Energy or an Affiliate of Consumers Energy is the Servicer or (ii) if Consumers Energy or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and Deferred Balloon Payment Receivables and (y) 0.25the Indenture Trustee, provided, that the Servicing Fee shall not exceed 0.75% of the aggregate Principal Balance initial principal amount of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as all Securitization Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the first day Securitization Bonds and shall be paid semi-annually, with half of such Collection Periodthe Servicing Fee being paid on each Payment Date. As additional servicing compensation, the The Servicer also shall also be entitled to retain as additional compensation (A) any interest earnings on Securitization Charge Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (net of losses and investment expensesB) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually charges, if any, collected (from whatever source) Customers to the extent consistent with the Tariff; provided, however, that, if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Receivables other Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than fees three occasions during the period that the Securitization Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. (b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in connection accordance with the extension priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or deferral other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of payments on a Receivable any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture. (c) Except as expressly provided elsewhere in this Servicing Agreement, the "Supplemental Servicing Fee"). The Servicer shall be required to pay all from its own account expenses incurred by it the Servicer in connection with its activities hereunder (including any fees to and expenses of the Owner Trustee and the Indenture Trustee (and disbursements by its accountants or counsel or any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsother Person, any subservicer, taxes imposed on the Servicer or and any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to Holders) out of the Certificateholders compensation retained by or paid to it pursuant to this Section 6.06, and the NoteholdersServicer shall not be entitled to any extra payment or reimbursement therefor. (d) The foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and any fees and reimbursements for shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses paid to Lewtan Technologies, Inc.), except expenses incurred set forth in connection with realizing upon Receivables under Section 3.3the Financing Order.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" with respect , which shall be payable by the Trust from amounts held in the Certificate Account (and from the related A/B Loan Custodial Account to the extent related solely to a Collection Period B Note and from the related Serviced Companion Mortgage Loan Custodial Account to the extent related solely to a Serviced Companion Mortgage Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be an amount equal required to pay to the product of one-twelfth (1/12) Primary Servicer its Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicer from amounts transferred to the Master Servicer in accordance with the terms of the sum of (x) 1% Primary Servicing Agreement. The Master Servicer shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The Master Servicer shall also be entitled to earnings the Primary Servicing Fee, which shall be payable by the Trust from amounts held in the Certificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, provided that the Primary Servicing Fee payable to the Master Servicer shall only be collected from the Mortgage Loans set forth on Schedule III, except as provided in Section 8.28(b). (b) Additional servicing compensation in the form of assumption fees, extension fees, servicing fees, default interest (excluding default interest allocable to any B Note if the holder of the B Note has cured the related default pursuant to the terms of the related Intercreditor Agreement) payable at a rate above the Mortgage Rate (net of losses any amount used to pay Advance Interest), Modification Fees, forbearance fees, Late Fees (net of Advance Interest) (excluding Late Fees allocable to any B Note if the holder of the B Note has cured the related default pursuant to the terms of the related Intercreditor Agreement) or other usual and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and customary charges and all late payment fees actually received from Mortgagors shall be retained by the Master Servicer, provided that the Master Servicer shall be entitled to (i) receive 50% of assumption fees collected on Mortgage Loans as provided in Section 8.7(a), (ii) Modification Fees as provided in Section 8.18 hereof, and (iii) 100% of any extension fees collected from whatever source) on the Receivables other than fees paid related Mortgagor in connection with the extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18; provided, however, that the Master Servicer shall not be entitled to any such fees in connection with any Specially Serviced Mortgage Loans or deferral of payments on a Receivable (any Non-Serviced Mortgage Loan. If the "Supplemental Servicing Fee")Master Servicer collects any amount payable to the Special Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the Master Servicer shall promptly remit such amount to the Special Servicer as provided in Section 5.2. The Master Servicer shall be required to pay all applicable expenses incurred by it in connection with its servicing activities hereunder hereunder. (including fees and expenses c) Notwithstanding any other provision herein, with respect to any Distribution Date, the Master Servicing Fee for the monthly period relating to such Distribution Date (together with any investment income earned prior to such Distribution Date on Principal Prepayments as to which Prepayment Interest Shortfalls were incurred with respect to such Distribution Date) shall be reduced by an amount equal to the Compensating Interest (if any) relating to Mortgage Loans which are not Specially Serviced Mortgage Loans for such Determination Date. (d) The Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the Owner Trustee aggregate Prepayment Interest Excess relating to Mortgage Loans which are not Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii) interest or other income earned on deposits in the Certificate Account and the Indenture Trustee Distribution Account (and any custodian appointed by but only to the Owner Trustee and extent of the Indenture Trusteenet investment earnings, if any, with respect to each such account), and, (iii) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or Gross Subsequent Recoveries to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Sub‑Servicer pursuant to a Sub‑Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of Prepayment Interest Excess, prepayment premiums or charges in connection with voluntary Principal Prepayments in part, assumption or modification fees, late payment charges, NSF fees, prepayment premiums and charges paid by the Mortgagers upon voluntary partial prepayment of Mortgage Loans (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Assigned Prepayment Charges), reconveyance fees and Deferred Balloon Payment Receivables other similar fees and (y) 0.25% of charges shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect and pursuant to Final Payment Receivables and Section 3.23(b) to withdraw from any administrative fees and charges and all late payment fees actually collected (from whatever source) REO Account, as additional servicing compensation, interest or other income earned on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub‑Servicer, it being understood however, that payment of such premiums by the Servicer shall constitute Servicing Advances and servicing compensation of each Sub‑Servicer, and to the extent provided herein and in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" with respect , which shall be payable by the Trust from amounts held in the Certificate Account (and from the related A/B Loan Custodial Account to the extent related solely to a Collection Period B Note and from the related Serviced Companion Mortgage Loan Custodial Account to the extent related solely to a Serviced Companion Mortgage Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be an amount equal required to pay to the product of one-twelfth (1/12) Primary Servicer its Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicer from amounts transferred to the Master Servicer in accordance with the terms of the sum of (x) 1% Primary Servicing Agreement. The Master Servicer shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The Master Servicer shall also be entitled to earnings the Primary Servicing Fee, which shall be payable by the Trust from amounts held in the Certificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, provided that the Primary Servicing Fee payable to the Master Servicer shall only be collected from the Mortgage Loans set forth on Schedule III, except as provided in Section 8.28(b). (b) Additional servicing compensation in the form of assumption fees, extension fees, servicing fees, default interest (excluding default interest allocable to any B Note if the holder of the B Note has cured the related default pursuant to the terms of the related Intercreditor Agreement) payable at a rate above the Mortgage Rate (net of losses any amount used to pay Advance Interest), Modification Fees, forbearance fees, Late Fees (net of Advance Interest) (excluding Late Fees allocable to any B Note if the holder of the B Note has cured the related default pursuant to the terms of the related Intercreditor Agreement) or other usual and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and customary charges and all late payment fees actually received from Mortgagors shall be retained by the Master Servicer, provided that the Master Servicer shall be entitled to (i) receive 50% of assumption fees collected on Mortgage Loans as provided in Section 8.7(a), (ii) Modification Fees as provided in Section 8.18 hereof, and (iii) 100% of any extension fees collected from whatever source) on the Receivables other than fees paid related Mortgagor in connection with the extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18; provided, however, that the Master Servicer shall not be entitled to any such fees in connection with any Specially Serviced Mortgage Loans or deferral of payments on a Receivable (any Non-Serviced Mortgage Loan. If the "Supplemental Servicing Fee")Master Servicer collects any amount payable to the Special Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the Master Servicer shall promptly remit such amount to the Special Servicer as provided in Section 5.2. The Master Servicer shall be required to pay all applicable expenses incurred by it in connection with its servicing activities hereunder hereunder. (including fees and expenses c) The Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the Owner Trustee aggregate Prepayment Interest Excess relating to Mortgage Loans which are not Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii) interest or other income earned on deposits in the Certificate Account and the Indenture Trustee Distribution Account (and any custodian appointed by but only to the Owner Trustee and extent of the Indenture Trusteenet investment earnings, if any, with respect to each such account), and, (iii) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to As consideration for servicing the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationMortgage Loans hereunder, the Servicer shall also be entitled to earnings (net of losses and investment expenses) retain the applicable Servicing Fee from payments on amounts on deposit in the Payahead Account, disposition fees paid Mortgage Loans or to withdraw the applicable Servicing Fee with respect to Final each Mortgage Loan from the Custodial Account pursuant to Section 2.05. The obligation of the Owner to pay, and the Servicer’s right to withdraw, the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds, to the extent permitted by Section 2.05) of such Monthly Payment Receivables collected by the Servicer, or as otherwise provided under Section 2.05. The Servicer shall be entitled to all accrued and any administrative fees and charges and all late payment fees actually collected (from whatever source) on unpaid Servicing Fees upon the Receivables other than fees paid termination of its servicing of the related Mortgage Loans. Additional servicing compensation in connection with the extension or deferral form of payments on a Receivable (Ancillary Income shall be retained by the "Supplemental Servicing Fee")Servicer to the extent not required to be deposited in the Custodial Account. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsshall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, any subservicer, taxes imposed on the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer can not add on a processing, or review fee or any subservicer additional fee, ▇▇▇▇ up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (to the extent examples include but not paid by such subservicerlimited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs), expenses incurred . Servicer may collect any third party fees which are charged in connection accordance with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3Accepted Servicing Practices.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to As compensation for its servicing and custodial activities hereunder and reimbursement for its expenses (in the product case of one-twelfth (1/12Conn Appliances only) of as set forth in the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationimmediately following paragraph, the Servicer shall also be entitled to earnings receive a servicing fee (net of losses and investment expensesthe “Servicing Fee”) on amounts on deposit as set forth in the Payahead AccountTransaction Documents (including, disposition fees paid with regards to SST as Successor Servicer, as set forth on the SST Fee Schedule) prior to the Indenture Termination Date as described in Section 12.1 of the Indenture. The Servicing Fee shall be payable, with respect to Final Payment Receivables each Series, at the times and any administrative fees and charges and all late payment fees actually collected (subject to the limitations set forth in the Indenture; provided, that, amounts withdrawn from whatever source) on the Receivables other than fees paid Reserve Account may not be used to pay the Servicing Fee for so long as Conn Appliances is the Servicer. The initial Servicer’s expenses include expenses incurred by the initial Servicer in connection with its activities hereunder; provided, that the extension initial Servicer in its capacity as such shall not be liable for any liabilities, costs or deferral expenses of payments the Receivables Trust, the Issuer, the Noteholders or the Note Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a Receivable (failure to comply therewith) except to the "Supplemental Servicing Fee")extent that such liabilities, taxes or expenses arose as a result of the breach by the initial Servicer of its obligations under Section 6.02 hereof. The In such case, the initial Servicer shall be required to pay all such expenses incurred by it in connection with for its activities hereunder (including fees own account and shall not be entitled to any payment therefor other than the Servicing Fee. The payment of the expenses of SST, as Successor Servicer, which with respect to SST are set forth in the Owner Trustee and SST Fee Schedule attached to the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsBack-Up Servicing Agreement, any subservicer, taxes imposed shall be distributed on the Servicer or any subservicer (each Payment Date to the extent not paid by such subservicer), expenses incurred of funds available therefor in connection accordance with distributions and reports to Section 5.15 of the Certificateholders Indenture and the Noteholders, SST Fee Schedule. The provisions of this Section 2.09 shall survive the termination of this Agreement and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3the earlier resignation or removal of the Servicer.

Servicing Compensation. The "As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan or as otherwise provided in Section 3.11, subject to Section 3.24. In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Section 3.26 or Section 6.04, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges, ancillary income or otherwise (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and Deferred Balloon Payment Receivables and (ypursuant to Section 3.23(b) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablesto withdraw from any REO Account, in each case as of the first day of such Collection Period. As additional servicing compensation, the interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall also be entitled to earnings (net of losses receive Prepayment Interest Excess pursuant to Section 3.10 and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")3.11 as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of premiums for the Owner Trustee and the Indenture Trustee (and any custodian appointed insurance required by the Owner Trustee and the Indenture Trustee) and independent accountantsSection 3.14, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent such premiums are not paid by such subservicer), expenses incurred in connection with distributions the related Mortgagors or by a Sub-Servicer and reports servicing compensation of each Sub-Servicer) and shall not be entitled to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. (a) The "Issuer agrees to pay the Servicer on each Payment Date, solely to the extent amounts are available therefor in accordance with the Indenture, the Servicing Fee" Fee with respect to the Bonds. For so long as: (i) CEHE or one of its Affiliates is the Servicer, (ii) a Collection Period shall be an amount equal successor to CEHE or one of its Affiliates is the Servicer due to the product of one-twelfth (1/12) operation of the sum provisions of Section 6.03, or (xiii) 1any Person is the successor Servicer hereunder pursuant to the provisions of Section 6.03 if the predecessor Servicer was CEHE or one of its Affiliates, the amount of the Servicing Fee paid to the Servicer annually shall equal 0.075% of the aggregate Principal Bond Balance on the date of all Receivables other than Deferred Payment Receivables this Agreement and Deferred Balloon Payment Receivables shall be prorated based on the fraction of a calendar year during which the Servicer provides any of the services set forth in this Agreement. (b) In the event that a successor Servicer not an Affiliate of CEHE is appointed in accordance with Section 7.04, the amount of Servicing Fee paid to the Servicer annually shall be agreed upon by the successor Servicer and (y) 0.25the Trustee acting at the written direction of the Holders evidencing at least a majority of the Outstanding Amount of the Bonds but shall in no event exceed 0.60% of the aggregate Principal Bond Balance on the date of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as this Agreement without the consent of the first day Texas Commission and shall be prorated based on the fraction of such Collection Period. As additional servicing compensationa calendar year during which the successor Servicer provides any of the services set forth in this Agreement. (c) In addition, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in be reimbursed by the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative Issuer for filing fees and charges fees and all late payment fees actually collected expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (from whatever sourceor procured by the Servicer on behalf of the Issuer and paid for by the Servicer) on to meet the Receivables other than fees paid in connection with Issuer’s obligations under the extension or deferral of payments on a Receivable Basic Documents (the "Supplemental Servicing Fee"“Reimbursable Expenses”). The Except for such Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by it the Servicer in connection with performing its activities hereunder (including fees but, for the avoidance of doubt, excluding any such costs and expenses incurred by CEHE in its capacity as Administrator). It is expressly acknowledged that the payment of fees to the Rating Agencies shall be at the expense of the Owner Trustee Issuer and that, if the Indenture Trustee Servicer advances such payments to the Rating Agencies, the Issuer shall reimburse the Servicer for any such advances. (and any custodian appointed d) The Servicing Fee set forth in Section 6.07(a) shall be paid to the Servicer by the Owner Trustee and Trustee, on each Payment Date in accordance with the Indenture Trusteepriorities set forth in Section 8.02(e) and independent accountantsof the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any subservicer, taxes imposed such date shall be added to the Servicing Fee payable on the Servicer or subsequent Payment Date. The Servicing Fee, together with any subservicer (portion of the Servicing Fee that remains unpaid from prior Payment Dates, will be paid solely to the extent not funds are available. The Servicing Fee will be paid by such subservicer), expenses incurred in connection with distributions and reports prior to the Certificateholders payment of or provision for any amounts in respect of interest on and principal of the Bonds. (e) The Servicer and the NoteholdersIssuer acknowledge and agree that the Servicer’s actual collections of SRC Collections on some days might exceed the Servicer’s deemed collections, and any that the Servicer’s actual collections of SRC Collections on other days might be less than the Servicer’s deemed collections. The Servicer and the Issuer further acknowledge and agree that the amount of these variances is likely to be small and are not likely to be biased in favor of over-remittances or under-remittances. Consequently, so long as the Servicer faithfully makes all daily remittances as provided for herein, the Servicer and the Issuer agree that no actual or deemed investment earnings shall be payable in respect of such over-remittances or under-remittances. (f) The foregoing fees set forth in this Section 6.07 constitute a fair and reimbursements reasonable price for expenses paid the obligations to Lewtan Technologiesbe performed by the Servicer. The Servicer shall have indemnification obligations for an increased Servicing Fee under certain circumstances, Inc.in accordance with Section 6.02(h), except expenses incurred in connection with realizing upon Receivables under Section 3.3.

Servicing Compensation. The "As compensation for its activities hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee" Fees and Sub-Servicing Fees with respect to a Collection Period shall be an amount equal to the product of one-twelfth each Mortgage Loan (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day less any portion of such Collection Periodamounts retained by any Sub-Servicer). As additional servicing compensationIn addition, the Master Servicer shall also be entitled to earnings (net recover unpaid Master Servicing Fees and Sub-Servicing Fees out of losses and investment expenses) related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on amounts the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on deposit in the Payahead Accountrelated Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, disposition fees paid with respect the Master Servicer shall be entitled to Final Payment Receivables and retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any administrative fees and assumption fees, late payment charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges identified on Exhibit H hereto as belonging to the Class P Certificateholder shall be paid to the Holders of the Class P Certificates. Any Prepayment Charges identified on Exhibit H hereto as belonging to a Sub-Servicer shall be paid to the related Sub-Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses payment of the Owner Trustee premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Sub-Servicer or any subservicer (to the extent not paid retained by such subservicerit), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with distributions the transfer of all of the Master Servicer's responsibilities and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables obligations under Section 3.3this Agreement.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan and the Companion Loan (including any Foreclosed Property) payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of extent described below, as well as reimbursement for all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablescosts or expenses incurred by it in performing its duties hereunder, in each case as case, to the extent actually received from the Mortgage Loan Borrowers and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the first day Mortgage Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such Collection Periodexpenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (collectively, the “Servicer Customary Expenses”). As additional servicing compensationSo long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to earnings retain as additional servicing compensation any late payment fees and Default Interest to the extent provided in Section 3.17(c) (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event), release fees, assumption fees, assumption application fees, consent fees, substitution fees, Modification Fees (subject to the last paragraph of this Section 3.17), amounts collected for checks returned for insufficient funds relating to accounts held by the Servicer (regardless of whether a Special Servicing Loan Event has occurred and is continuing), charges for beneficiary statements or demands to the extent such items are prepared by the Servicer (regardless of whether a Special Servicing Loan Event has occurred and is continuing), loan service transaction fees and other loan processing fees, consent fees, defeasance fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to retain any Default Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Mortgage Loan Event of Default is continuing unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest or late payment charges) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full and all Special Servicing Fees, Liquidation Fees and Workout Fees have been reimbursed. In addition, the Servicer shall be entitled to retain as additional servicing compensation any income earned (net of losses and investment expensesto the extent provided in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Mortgage Loan Borrowers). (b) If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Trust Loan and the Companion Loan for so long as such Special Servicing Loan Event continues. The Special Servicer shall be entitled to reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Mortgage Loan Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Workout Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect all Mortgage Loan Borrower’s Reimbursable Trust Fund Expenses pursuant to Section 10.21 of the Mortgage Loan Agreement (including, but not limited to, any Special Servicing Fee, Liquidation Fee and/or Workout Fee), including exercising all remedies available under the Mortgage Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Mortgage Loan Borrowers. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Workout Fee or a Liquidation Fee, but not both. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Workout Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Workout Fee. In addition, subject to the limitations set forth in the definition of “Liquidation Fee”, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any Liquidated Property or any full, partial or discounted payoff of the Specially Serviced Loan or the sale or liquidation of the Specially Serviced Loan or any portion thereof whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Whole Loan or any portion thereof as to which the Special Servicer receives Liquidation Proceeds. The Special Servicing Fee and any Liquidation Fee payable from Liquidation Proceeds (and not the Mortgage Loan Borrowers) shall be payable from funds on deposit in the Payahead AccountCollection Account as provided in Section 3.4(c). The Special Servicer, disposition fees paid with respect during the continuance of a Special Servicing Loan Event, shall also be entitled to Final Payment Receivables and retain as additional servicing compensation any administrative fees and charges and all late payment fees actually (to the extent provided in Section 3.17(c)) and Default Interest (to the extent provided in Section 3.17(c)). In addition, the Special Servicer, during the continuance of a Special Servicing Loan Event and pursuant to and to the extent set forth in the final paragraph of this Section 3.17(b) in connection with certain actions that require the consent of the Special Servicer when the Whole Loan is not a Specially Serviced Loan, shall also be entitled to retain as additional servicing compensation, release fees, assumption fees, assumption application fees, substitution fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees, amounts collected for checks returned for insufficient funds (from whatever sourcerelating to accounts held by the Special Servicer), charges for beneficiary statements or demands (to the extent such items are prepared by the Special Servicer), review fees, loan service transaction fees, other loan processing fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the Receivables investment of funds deposited in the Foreclosed Property Account and any amounts collected for checks returned for insufficient funds on the Foreclosed Property Account. With respect to any of the preceding fees as to which both the Servicer and the Special Servicer are entitled to receive a portion thereof, the Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party, except as set forth in the next succeeding paragraph) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. For the avoidance of doubt, if the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer. Correspondingly, if the Special Servicer decides not to charge any fee, the Servicer shall be entitled to charge the portion of the related fee the Servicer would have been entitled to if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any of such fee charged by the Servicer. The Special Servicer may, in connection with a workout or other modification of the Whole Loan and without consent of the Servicer or any Companion Loan Holder (following securitization of the related Companion Loan Note), waive any or all related Default Interest and late payment charges, regardless of who is entitled to receive such payments as compensation. If the Special Servicer has partially waived any Default Interest or late payment charges (part of which accrued prior to the related Special Servicing Loan Event), any collections in respect of such Default Interest or late payment charge shall be shared pro rata by the Servicer and the Special Servicer based on the respective portions of such Default Interest or late payment charges to which each would otherwise have been entitled. If the Servicer has partially waived any Default Interest or late payment charge (part of which accrued subsequent to the occurrence of a Special Servicing Loan Event and prior to the date the Whole Loan became a Corrected Mortgage Loan), any collections in respect of such Default Interest or late payment charge shall be shared pro rata by the Servicer and the Special Servicer based on the respective portions of such Default Interest or late payment charges to which each would otherwise have been entitled. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Mortgage Loan Borrowers (to the extent the Mortgage Loan Borrowers are required to do so under the Mortgage Loan Agreement); (ii) failure of the Mortgage Loan Borrowers to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period; provided that no report regarding Disclosable Special Servicer Fees shall be required to be delivered if there are no Disclosable Special Servicer Fees for the related Collection Period. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates and appraisal fees or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, the Mortgage Loan Borrowers, any Property Manager, any guarantor or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan (or a portion thereof) or any Foreclosed Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of any Foreclosed Property, or the performance of any other special servicing duties under this Agreement, other than fees paid as expressly provided in this Section 3.17; provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees. Notwithstanding anything herein to the contrary, (i) the Servicer and the Special Servicer shall each be entitled to 50% of any Modification Fees incurred in connection with the extension of the Maturity Date of the Trust Loan or deferral the Companion Loan to which Special Servicer’s consent is required pursuant to clause (vii)(c) of payments on the definition of Special Servicing Loan Event and (ii) the Servicer and the Special Servicer, in the absence of a Receivable Special Servicing Loan Event, shall each be entitled to 50% of any Modification Fees, assumption fees (the "Supplemental Servicing Fee"excluding assumption application fees). The Servicer shall be required to pay all expenses incurred by it , loan service transaction fees, release fees, substitution fees, consent fees or other similar fees in connection with its activities hereunder any Major Decision or other action for which the Special Servicer’s consent is required. (including fees and expenses c) In determining the compensation of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or the Special Servicer, as applicable, with respect to Default Interest and late payment charges, on any subservicer (to Distribution Date, the extent not paid by such subservicer), expenses incurred in connection with distributions aggregate Default Interest and reports to late payment charges actually collected on the Certificateholders and Whole Loan during the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3.related Collectio

Servicing Compensation. The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to the Mortgage Loan, the Companion Loans and any Foreclosed Property payable monthly from the Collection Account from payments of interest on the Mortgage Loan or the Companion Loans or otherwise in accordance with and subject to Section 3.4(c)(iii); provided that if such collections on the Mortgage Loan and the Companion Loans are not sufficient to pay all accrued and unpaid Servicing Fees on the Whole Loan upon the final liquidation of the Whole Loan, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit with respect to the Whole Loan in accordance with Section 3.4(c)(ix). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). In addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that such items are actually collected on the Whole Loan: (i) (x) so long as the Whole Loan is not a Specially Serviced Whole Loan, 50% of the Modification Fees actually collected during the related Collection Period shall be an amount equal and paid in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the product absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables Special Servicer under this Agreement and (y) 0.25so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of the aggregate Principal Balance Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (ii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Fees, substitution fees, release fees and Deferred Balloon Payment Receivablesother similar fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of Assumption Fees, substitution fees, release fees and other similar fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (iv) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of consent fees and any loan service transaction fees (including review fees) in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent the Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent fees and any loan service transaction fees (including review fees) in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (v) any and all amounts collected for checks returned for insufficient funds relating to accounts held by the Servicer; (vi) all or a portion of charges for beneficiary statements or demands actually paid by or on behalf of the Borrower to the extent such beneficiary statements or demands are prepared by the Servicer; (vii) if the Whole Loan is not a Specially Serviced Whole Loan, 100% of loan service transaction fees and other loan processing fees or similar fees actually paid by or on behalf of the Borrower; (viii) interest or other income earned on deposits in the Collection Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each Collection Period and, further, in each the case as of a servicing account or Reserve Account, only to the first day extent such interest or other income is not required to be paid to the Borrower under applicable law or under the Loan Documents); (ix) 100% of such Collection Periodlate payment charges and net Default Interest that accrued when the Whole Loan is not a Specially Serviced Whole Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c) and (x) 100% of defeasance fees (but for the avoidance of doubt, excluding any consent, waiver or transfer fee ancillary to a defeasance that are to be shared between the Servicer and the Special Servicer). As additional servicing compensationIf a Special Servicing Loan Event occurs and is continuing with respect to the Whole Loan, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues. The Special Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and retain as compensation any administrative fees and late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension costs or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with performing its activities duties hereunder other than: (including fees i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Parties negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan. No Work-out Fee shall be payable to the Special Servicer if the Mezzanine Lender purchases the Mortgage Loan pursuant to the Intercreditor Agreement within 90 days of the date on which the Purchase Option Notice is first delivered to the Mezzanine Lender. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the Indenture Trustee successor special servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to Liquidated Property or any full, partial or discounted payoff of the Mortgage Loan or the Companion Loans or the liquidation of the Mortgage Loan or the Companion Loans as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with any repurchase of the Mortgage Loan (and or any custodian appointed allocable portion thereof) by the Owner Trustee Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreement or a Companion Loan under an Other Pooling and Servicing Agreement (so long as such repurchase occurs within the Indenture Trustee) and independent accountants90 day time period required by the Mortgage Loan Purchase Agreement for the Mortgage Loan Sellers to cure or repurchase the Mortgage Loan or a portion of the Mortgage Loan, respectively, or such time period required by the Mortgage Loan Purchase Agreement relating to any subservicerOther Securitization Trust (including any applicable extension period)), taxes imposed on or in connection with the sale of the Mortgage Loan by the Special Servicer to the Servicer or the Special Servicer pursuant to Section 3.16 hereof and in connection with a purchase of the Mortgage Loan by the Mezzanine Lender pursuant to the purchase option described in the Intercreditor Agreement (so long as such purchase occurs within 90 days of the date on which the first Purchase Option Notice is delivered to the Mezzanine Lender). The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). Notwithstanding anything herein to the contrary, with respect to the Mortgage Loan and any subservicer amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. If the Special Servicer is terminated except for cause or resigns, and it has commenced the process of liquidation of the Specially Serviced Whole Loan or Foreclosed Property with respect to the Whole Loan, it shall receive a portion of any Liquidation Fee that becomes payable with respect to the Specially Serviced Whole Loan or related Foreclosed Property that was being administered by the Special Servicer at the time of such resignation or termination. The terminated Special Servicer and the successor special servicer will apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the fee, provided, that if the terminated Special Servicer and the successor special servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee shall be apportioned on the basis of the number of months the terminated Special Servicer and the successor special servicer administered such Specially Serviced Whole Loan over a period commencing on the date the Whole Loan became a Specially Serviced Whole Loan and ending on the date of the final liquidation of the Mortgage Loan. The Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the extent that such items are actually collected on the Whole Loan: (i) if the Whole Loan is a Specially Serviced Whole Loan or with respect to a Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period; (ii) if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Modification Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Fees, substitution fees, release fees, consent fees and similar fees collected during the related Collection Period and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Assumption Fees, substitution fees, release fees, consent fees and similar fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (v) if the Whole Loan is a Specially Serviced Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (vi) amounts collected for checks returned for insufficient funds relating to accounts held by the Special Servicer; (vii) if the Whole Loan is a Specially Serviced Whole Loan, all or a portion of charges for beneficiary statements or demands actually paid by or on behalf of the Borrower to the extent such beneficiary statements or demands are prepared by the Special Servicer; (viii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of loan service transaction fees and other loan processing fees or similar fees actually paid by or on behalf of the Borrower; (ix) interest or other income earned on deposits in the Foreclosed Property Account (but only to the extent of the net investment earnings, if any, for each Collection Period); and (x) 100% of late payment charges and Default Interest (to the extent not paid applied to pay other amounts pursuant to Section 3.4(c)) that accrue when the Whole Loan is a Specially Serviced Whole Loan. With respect to any of the preceding fees as to which both the Servicer and the Special Servicer are entitled to receive a portion thereof, the Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that, except as set forth in the second to last sentence of this paragraph, (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer will nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee and the Servicer will not be entitled to any of such fee charged by the Special Servicer. Similarly, if the Special Servicer decides not to charge any fee, the Servicer will nevertheless be entitled to charge its portion of the related fee to which the Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer will not be entitled to any of such subservicer)fee charged by the Servicer. For the avoidance of doubt, expenses incurred the Servicer and the Special Servicer shall each be entitled to charge and collect customary fees and in accordance with Accepted Servicing Practices in connection with distributions and reports to the Certificateholders and the Noteholdersany review or consent granted under this Agreement, and any fees and reimbursements for expenses paid to Lewtan Technologiesincluding, Inc.)but not limited to, except expenses incurred in connection with realizing upon Receivables under Section 3.3.a review fee

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Mortgage Loan (including any Foreclosed Property) payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of extent described below, as well as reimbursement for all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablescosts or expenses incurred by it in performing its duties hereunder, in each case as case, to the extent actually received from the Loan Borrower and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the first day Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such Collection Periodexpenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). As additional servicing compensationSo long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to earnings retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, substitution fees, release fees, Modification Fees, defeasance fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands and other processing fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement (and with respect to any period prior to the occurrence of a Special Servicing Loan Event, assumption fees, substitution fees, release fees, Modification Fees and consent fees, to the extent set forth in the last paragraph of this Section 3.17); provided, however, that the Servicer or Special Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Mortgage Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to retain as additional servicing compensation release fees and any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead AccountCollection Account and any Reserve Account (to the extent not payable to the Loan Borrower). If a Special Servicing Loan Event occurs and is continuing, disposition fees paid the Special Servicer shall be entitled to receive a Special Servicing Fee (including any Foreclosed Property) with respect to Final Payment Receivables and any administrative fees and charges and the Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension costs or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with performing its activities duties hereunder other than: (including fees i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Owner Trustee and Special Servicer including but not limited to those which may properly be allocable under the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer Special Servicer’s accounting system or any subservicer (otherwise to the extent not paid Special Servicer’s activities under this Agreement or the income derived by such subservicer), expenses incurred it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with distributions the obligations of the Special Servicer hereunder; and reports to (iii) costs and expenses arising from the Certificateholders and negligence, bad faith or willful misconduct of the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”), except expenses incurred in connection with realizing upon Receivables under Section 3.3.. If

Servicing Compensation. The "As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" with respect , which shall be payable by the Trust from amounts held in the Certificate Account (and from the related A/B Loan Custodial Account to the extent related solely to a Collection Period B Note and from the related Serviced Companion Mortgage Loan Custodial Account to the extent related solely to a Serviced Companion Mortgage Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be an amount equal required to pay to the product of one-twelfth (1/12) applicable Primary Servicer its Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the applicable Primary Servicer from amounts transferred to the Master Servicer in accordance with the terms of the sum of (x) 1% applicable Primary Servicing Agreement. The Master Servicer shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer Master Servicer or applicable Primary Servicer, as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The Master Servicer shall also be entitled to earnings (net of losses and investment expenses) on the Primary Servicing Fee, which shall be payable by the Trust from amounts on deposit held in the Payahead AccountCertificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, disposition fees paid with respect provided that the Primary Servicing Fee payable to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Master Servicer shall only be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of collected from the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed Mortgage Loans set forth on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.)Schedule III, except expenses incurred as provided in connection with realizing upon Receivables under Section 3.38.28(b).

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related late collections to the product extent permitted in Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of one-twelfth (1/12) all of the sum Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected as additional servicing compensation, interest or other income earned on deposits therein. (from whatever sourcec) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan, the Companion Loan and any Foreclosed Property payable monthly from the Collection Period Account from payments of interest on the Trust Loan or the Companion Loan or otherwise in accordance with and subject to Section 3.4(c)(iii); provided that if such collections on the Trust Loan and Companion Loan are not sufficient to pay all accrued and unpaid Servicing Fees on the Whole Loan upon the final liquidation of the Whole Loan, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit with respect to the Whole Loan in accordance with Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). (b) In addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that such items are actually collected on the Whole Loan: (i) (x) 1so long as the Whole Loan is not a Specially Serviced Whole Loan, 50% of the aggregate Principal Balance Modification Fees (actually collected during the related Collection Period and paid in connection with a consent, approval or other action requiring the consent or approval of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Special Servicer), regardless of whether such action is processed by the Servicer or Special Servicer; and (y) 0.25so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of the aggregate Principal Balance Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer is permitted to grant or take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (ii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and Deferred Balloon Payment Receivables50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (iv) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent the Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a Major Decision or action requiring the consent or approval of the Special Servicer, regardless of whether such action is processed by the Servicer or Special Servicer; (v) any and all amounts collected for checks returned for insufficient funds relating to accounts held by the Servicer; (vi) charges for beneficiary statements or demands actually paid by the Borrowers and to the extent such beneficiary statements are prepared by the Servicer; (vii) 100% of loan service transaction fees with respect to the Whole Loan if it is not a Specially Serviced Whole Loan; (viii) (A) 100% of release fees (so long as the release does not constitute a Major Decision and the Whole Loan is not a Specially Serviced Whole Loan) and (B) 50% of release fees (so long as the release constitutes a Major Decision and the Whole Loan is not a Specially Serviced Whole Loan); (ix) if the Whole Loan is not a Specially Serviced Whole Loan, 100% of review and other loan processing fees actually paid by the Borrowers; (x) interest or other income earned on deposits in the Collection Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each Collection Period and, further, in each the case as of a servicing account or Reserve Account, only to the extent such interest or other income is not required to be paid to the Borrowers under applicable law or under the Whole Loan Documents); (xi) 100% of defeasance fees (other than with respect to any consent, waiver or transfer fee incidental to such defeasance which requires the consent of the first day Special Servicer, for which the Servicer and Special Servicer shall each be entitled to 50% of such Collection Period. As additional servicing compensationconsent, waiver or transfer fee); and (xii) 100% of late payment charges and net Default Interest accrued when the Whole Loan is not a Specially Serviced Whole Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c). (c) If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Whole Loan or Foreclosed Property for so long as such Special Servicing Loan Event continues. The Special Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and retain as compensation any administrative late payment charges or fees and certain other customary charges and fees to the extent described below, as well as reimbursement for all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension costs or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with performing its activities duties hereunder other than: (including fees i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur. No Work-out Fee shall be payable to the Special Servicer if any mezzanine lender purchases the Whole Loan pursuant to any intercreditor agreement within ninety (90) days of the date on which the Purchase Option Notice (as defined in any intercreditor agreement) is first delivered to a mezzanine lender. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by the Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur, and the Indenture Trustee (and successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Specially Serviced Whole Loan as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with any custodian appointed repurchase of the Trust Loan or any portion thereof by the Owner Trustee and Trust Loan Sellers or a Trust Loan Seller pursuant to the Indenture Trustee) and independent accountantsTrust Loan Purchase Agreement (so long as such repurchase occurs prior to the expiration of the Initial Resolution Period or Extended Resolution Period (if applicable)), any subservicer, taxes imposed on in connection with the sale of the Whole Loan by the Special Servicer to the Servicer or the Special Servicer pursuant to Section 3.16 hereof or a purchase of the Whole Loan by a mezzanine lender pursuant to the purchase option described in any subservicer intercreditor agreement (so long as such purchase occurs within ninety (90) days of the date on which the first purchase option notice (as defined in any intercreditor agreement) is delivered to a mezzanine lender). If the Special Servicer is terminated other than for cause or resigns and it has commenced the process of liquidation of the Specially Serviced Whole Loan or Foreclosed Property, it shall receive a portion of any Liquidation Fee that becomes payable with respect to the Specially Serviced Whole Loan or related Foreclosed Property that was being administered by the Special Servicer at the time of such resignation or termination. The terminated Special Servicer and the successor special servicer shall apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the fee; provided that if the terminated Special Servicer and the successor special servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee shall be apportioned on the basis of the number of months that each administered such Specially Serviced Whole Loan, over a period commencing on the date that the Whole Loan became a Specially Serviced Whole Loan and ending on the date of the final liquidation of the Whole Loan. The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. (d) The Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the extent that such items are actually collected on the Whole Loan: (i) if the Whole Loan is a Specially Serviced Whole Loan or with respect to any Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period; (ii) if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Modification Fees collected during the related Collection Period in connection with a Major Decision or consent, approval or other action requiring the consent or approval of the Special Servicer, regardless of whether such action is processed by the Servicer or Special Servicer; (iii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Fees, substitution fees, release fees and similar fees collected during the related Collection Period and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Assumption Fees, substitution fees, release fees and similar fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected during the related Collection Period; (v) if the Whole Loan is a Specially Serviced Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of consent fees in connection with a Major Decision or other action requiring the consent or approval of the Special Servicer, regardless of whether such action is processed by the Servicer or Special Servicer; (vi) amounts collected for checks returned for insufficient funds relating to accounts held by the Special Servicer; (vii) if the Whole Loan is a Specially Serviced Whole Loan, charges for beneficiary statements or demands and other loan processing fees actually paid by the Borrowers and to the extent such beneficiary statements are prepared by the Special Servicer; (viii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of other review fees, loan service transaction fees or loan processing fees actually paid by the Borrowers; (ix) interest or other income earned on deposits in the Foreclosed Property Account (but only to the extent of the net investment earnings, if any, for each Collection Period); and (x) 100% of late payment charges and Default Interest (to the extent not paid applied to pay other amounts pursuant to Section 3.4(c)) accrued when the Whole Loan is a Specially Serviced Whole Loan. (e) With respect to any of the preceding fees as to which both the Servicer and the Special Servicer are entitled to receive a portion thereof, the Servicer and the Special Servicer each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that, except as set forth in the next succeeding paragraph, (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer. Similarly, if the Special Servicer decides not to charge any fee, the Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any of such subservicer)fee charged by the Servicer. The Special Servicer may, expenses incurred in connection with distributions a workout or other modification of the Whole Loan and reports without consent of the Servicer, waive any or all related Default Interest and late payment charges or fees, regardless of who is entitled to receive such payments as compensation. If the Special Servicer has partially waived any Default Interest or late payment fees or charges (part of which accrued prior to the Certificateholders related Special Servicing Loan Event), any collections in respect of such Default Interest or late payment charge or fee shall be shared pro rata by the Servicer and the Noteholders, and Special Servicer based on the respective portions of such Default Interest or late payment charges or fees to which each would otherwise have been entitled. If the Special Servicer has partially waived any Default Interest or late payment charges or fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3.(part of which accru

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related late collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Charges) shall be retained by the Servicer only to the product of one-twelfth (1/12) of extent such fees or charges are received by the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection PeriodServicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expenses) on amounts on deposit in the Payahead Distribution Account, disposition fees paid with respect as additional servicing compensation, interest or other income earned on deposits therein. In addition, the Servicer shall be entitled to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected retain Prepayment Interest Excesses (from whatever sourceto the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. (a) The "Servicing Fee" with respect to a Collection Period Servicer, as compensation for its activities hereunder, shall be an entitled to receive on each Distribution Date the amounts provided for by clauses (iv), (v) and (vi) of Section 3.10(a). The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon at a per annum rate equal to the product related Net Loan Rate (or the Modified Net Loan Rate in the case of one-twelfth (1/12a Modified Mortgage Loan) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationany related REO Imputed Interest, the Servicer shall also be entitled to earnings retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (net b) Additional servicing compensation in the form of losses and prepayment charges, the Recovery Fee, assumption fees, late payment charges, investment expenses) income on amounts on deposit in the Payahead Account, disposition fees paid with respect Custodial Account or otherwise shall be retained by the Servicer or the Subservicer to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected the extent provided herein. (from whatever sourcec) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, certain expenses of the Trustee as provided in Section 8.05, and the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture TrusteeCustodian) and independent accountants, any subservicer, taxes imposed on the Servicer shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (d) The Servicer's right to receive servicing compensation may not be transferred in whole or any subservicer (to the extent not paid by such subservicer), expenses incurred in part except in connection with distributions the transfer of all of its responsibilities and reports to obligations of the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables Servicer under Section 3.3this Agreement.

Servicing Compensation. The "As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan or as otherwise provided in Section 3.11, subject to Section 3.24. In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Section 3.29 or Section 6.04, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges, ancillary income or otherwise (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and Deferred Balloon Payment Receivables and (ypursuant to Section 3.23(b) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablesto withdraw from any REO Account, in each case as of the first day of such Collection Period. As additional servicing compensation, the interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall also be entitled to earnings (net of losses receive Prepayment Interest Excess pursuant to Section 3.10 and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")3.11 as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of premiums for the Owner Trustee and the Indenture Trustee (and any custodian appointed insurance required by the Owner Trustee and the Indenture Trustee) and independent accountantsSection 3.14, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent such premiums are not paid by such subservicer), expenses incurred in connection with distributions the related Mortgagors or by a Sub-Servicer and reports servicing compensation of each Sub-Servicer) and shall not be entitled to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" with respect As consideration for servicing the Mortgage Loans subject to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationthis Agreement, the Servicer shall also retain the relevant Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The obligation of the Seller to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation proceeds) of such Monthly Payment collected by the Servicer.] Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate Servicing Fees for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall be obligated to pay the aggregate Prepayment Interest Shortfall Amount for any month to the extent not covered by the aggregate Servicing Fees for such month up to a maximum of the aggregate Servicing Fees for such month. The Servicer shall be entitled to earnings (net recover any unpaid Servicing Fee out of losses Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and investment expenses) on out of amounts on deposit in derived from the Payahead Account, disposition fees paid with respect operation and sale of an REO Property to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements reimbursement thereof except as specifically provided for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3herein.

Servicing Compensation. The "(a) Subject to the following paragraph, as compensation for its services hereunder, the Company shall be entitled to a Servicing Fee" Fee payable with respect to a Collection Period each Mortgage Loan. As to each Mortgage Loan, the Servicing Fee shall be an amount equal payable monthly from payments of interest on such Mortgage Loan prior to the product deposit of one-twelfth (1/12) such payments into the applicable Custodial Funds Account, shall accrue at the applicable Base Servicing Fee Rate, and shall be computed on the basis of the sum of same principal amount and for the same period respecting which such interest payment was computed. (xb) 1% The Servicing Fee for each Mortgage Loan shall be payable solely from (i) the interest portion of the aggregate Principal Balance related Monthly Payment (to the extent paid by the Mortgagor, but only if a full interest payment is received), or (ii) from any payment of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid interest made with respect to Final Payment Receivables and the Mortgage Loan from the proceeds of foreclosure or any administrative fees and charges and all late payment fees actually collected judgment, writ of attachment or levy against the Mortgagor or the Mortgagor's assets, or (iii) from whatever source) on the Receivables other than fees funds paid in connection with any prepayment in full, or (iv) from Insurance Proceeds or Liquidation Proceeds. (c) As additional compensation hereunder, the extension Company may retain (i) all net interest earnings on balances maintained in the Custodial Funds Accounts and Escrow Accounts and (ii) the Ancillary Fees. (d) The Company's right to the Servicing Fee shall not be transferred in whole or deferral in part except in connection with any permitted transfer of payments on a Receivable (all the "Supplemental Servicing Fee")Company's obligations under this Agreement. The Servicer Company shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements reimbursement therefor except as specifically provided for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3herein.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), other than any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor REO Loans with respect to such Mortgage Loans) shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form of Exhibit R-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit R-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the product Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and Deferred Balloon Payment Receivablespaid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (vi) 100% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans and any administrative fees Serviced Companion Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans and charges Serviced Companion Loans during such Collection Period, and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds and condemnation proceeds to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Section 6.04, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum of (x) 1% of Servicer’s responsibilities and obligations under this Agreement; provided, however, that the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of Servicer may pay from the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection PeriodServicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. As additional part of its servicing compensation, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit Prepayment Interest Excess. Additional servicing compensation in the Payahead form of assumption or modification fees, late payment charges, insufficient funds charges, ancillary income or otherwise (subject to Section 3.24 and other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and pursuant to Section 3.23(b) to withdraw from any REO Account, disposition fees paid with respect as additional servicing compensation, interest or other income earned on deposits therein, subject to Final Payment Receivables Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of premiums for the Owner Trustee and the Indenture Trustee (and any custodian appointed insurance required by the Owner Trustee and the Indenture Trustee) and independent accountantsSection 3.14, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent such premiums are not paid by such subservicer), expenses incurred in connection with distributions the related Mortgagors or by a Sub-Servicer and reports servicing compensation of each Sub-Servicer) and shall not be entitled to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from applicable Liquidation Proceeds, Condemnation Proceeds, Insurance related Proceeds, Subsequent Recoveries and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related Late Collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Charges) shall be retained by the Servicer only to the product of one-twelfth (1/12extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) of to withdraw from the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment ReceivablesCollection Account, in each case as of the first day of such Collection Period. As additional servicing compensation, interest or other income earned on deposits therein. The Servicer shall also be entitled as additional servicing compensation, to interest or other income earned on deposits in the Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with Section 3.12. The Servicer shall also be entitled to earnings retain net Prepayment Interest Excesses (net of losses and investment expensesto the extent not required to offset Prepayment Interest Shortfalls), but only to the extent such amounts are received by the Servicer. (c) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "Servicer shall be entitled to receive the Master Servicing Fee" Fee with respect to a the Mortgage Loan and the Primary Servicing Fee with respect to the Whole Loan and any Foreclosed Property payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of extent described below, as well as reimbursement for all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablescosts or expenses incurred by it in performing its duties hereunder, in each case as case, to the extent actually received from any Borrower and permitted to be allocated to such amounts by the terms of the first day Loan Documents, this Agreement and the Intercreditor Agreement and subject in all cases to the rights of the Companion Loan Holders to any such Collection Periodamounts as may be set forth in the Intercreditor Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). As additional servicing compensationSo long as no Special Servicing Loan Event has occurred and is continuing and subject to the terms of the Intercreditor Agreement, the Servicer shall also be entitled to earnings retain as additional servicing compensation, without duplication: (i) any late payment fees and Default Interest (including any late payment fees and Default Interest accrued on the Mortgage Loan or a Companion Loan that has been contributed to a securitization trust when the Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage Loan (to the extent not applied as described below)), (ii) 100% of assumption application fees and insufficient funds fees and (iii) 100% of assumption fees, substitution fees, release fees (including, without limitation, any fees payable in connection with a defeasance), Modification Fees (subject to the third to last paragraph of this Section 3.17), loan service transaction fees, defeasance fees, consent fees (expressly excluding, however, any consent or waiver fees incidental to a defeasance where the consent of the Special Servicer is required, which consent or waiver fees shall be shared equally between the Servicer and the Special Servicer) and other similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents, this Agreement and the Intercreditor Agreement if the consent of the Special Servicer is not required, and 50% of all such fees (other than assumption application fees, defeasance fees and loan service transaction fees) to the extent Special Servicer consent is required; provided, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Mortgage Loan or the Companion Loans, with respect to which a default thereunder or Event of Default 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 the Mortgage Loan or the Companion Loans have been paid in full and all interest on Advances and all Trust Fund Expenses have been paid in full. In addition, the Servicer, subject to the terms of the Intercreditor Agreement, shall be entitled to retain as additional servicing compensation release fees (including, without limitation, any fees payable in connection with a defeasance of the Whole Loan) (exclusive, however, of any consent fees in connection with a Major Decision paid at the closing of any defeasance that are ancillary thereto, which shall be shared equally with the Special Servicer), any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead AccountCollection Account and any Reserve Account (to the extent not payable to a Borrower) and charges for beneficiary statements or demands (to the extent such beneficiary statements or demands were prepared by the Servicer). With respect to any of the preceding fees as to which both the Servicer and the Special Servicer are entitled to receive a portion thereof, disposition fees paid the Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that, except as set forth in the immediately succeeding paragraph, (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee, and the Servicer shall not be entitled to any such fee charged by the Special Servicer. If the Special Servicer decides not to charge any fee (other than with respect to Final Payment Receivables penalty charges), the Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any administrative fees and charges and all late payment fees actually collected (from whatever source) on of such fee charged by the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Servicer. The Servicer shall be required to pay all expenses related to the Servicer’s internal costs, consisting of overhead and employee costs and expenses incurred by it in connection with its servicing activities under this Agreement and shall not be entitled to reimbursement thereof except as specifically provided for in this Agreement and the Intercreditor Agreement. The Special Servicer may, in connection with a workout or other modification of the Whole Loan and without consent of the Servicer, waive any or all related Default Interest and late payment charges, regardless of who is entitled to receive such payments as compensation. If the Servicer or Special Servicer has partially waived any Default Interest or late payment charges (part of which accrued prior to the related Special Servicing Loan Event), any collections in respect of such Default Interest or late payment charge shall be shared pro rata by the Servicer and the Special Servicer based on the respective portions of such Default Interest or late payment charges to which each would otherwise have been entitled. In determining the compensation of the Servicer or the Special Servicer, as applicable, with respect to Default Interest and late payment charges on any Distribution Date, the aggregate Default Interest and late payment charges actually collected on the Whole Loan during the related Collection Period shall be applied to reimburse (i) the Servicer and each party that has acted as Backup Advancing Agent for any interest accrued on any Property Protection Advances and to reimburse such parties for any Property Protection Advances (to the extent any such Advance is a Trust Fund Expense), (ii) the Servicer, each party that has acted as Backup Advancing Agent, the Other Servicer and the Other Backup Advancing Agent for any monthly payment advance or administrative advance by such party and interest thereon and (iii) the Trust for all Trust Fund Expenses. Default Interest and late payment charges related to the Mortgage Loan (and any Companion Loan that has been contributed to an Other Securitization Trust) remaining after such reimbursements shall be distributed to the Servicer and Special Servicer as additional compensation. Default Interest and late payment charges related to any Companion Loan that has not been contributed to a securitization trust, to the extent remaining after such reimbursements, shall be distributed to the holder of such Companion Loan. If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan, the Companion Loans or any related Foreclosed Property for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (including fees i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If at any time the Mortgage Loan or a Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall use efforts consistent with Accepted Servicing Practices and the Indenture REMIC Provisions, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Work-out Fee from each Borrower pursuant to the Designated Expense Reimbursement Section, including (i) exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Non-Retained Certificate Realized Loss or RR ABS Interest Realized Loss that would be incurred by Certificateholders, RR Interest Owners or Companion Loan Holders, as applicable, in connection therewith as opposed to the Non-Retained Certificate Realized Loss or RR ABS Interest Realized Loss that would be incurred as a result of not collecting such amounts from each Borrower and (ii) applying (or directing to be applied) any sums then present in the Trust Fund Expenses Reserve Deposit (if any) to the payment of any unpaid Borrower Reimbursable Trust Fund Expenses due as of the preceding Payment Date. The Servicer shall reasonably cooperate with the Special Servicer in the identification of amounts that constitute unpaid Borrower Reimbursable Trust Fund Expenses. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with each Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. In the event that (i) the Controlling Class Representative sends notice to the Trustee pursuant to Section 7.1(d), directing the Trustee to terminate the Special Servicer, or (ii) the Special Servicer resigns or has been terminated, and in each case of clauses (i) and (ii), prior or subsequent to such resignation or termination, either (A) the Specially Serviced Mortgage Loan or the Property was liquidated or modified, as applicable, pursuant to an action plan submitted by the initial Special Servicer, or (B) the Specially Serviced Mortgage Loan was being monitored by the initial Special Servicer and the related Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with each Borrower negotiated by the initial Special Servicer, then in the case of either clause (A) or (B), the Special Servicer (and not the successor special servicer) shall be paid the related Work-out Fee or Liquidation Fee, as applicable. The Special Servicing Fee, the Work-out Fee and any custodian appointed by Liquidation Fee payable from Liquidation Proceeds (and not any Borrower) shall be payable from funds on deposit in the Owner Trustee Collection Account as provided in Section 3.4(c). The Special Servicer shall also be entitled to retain as additional servicing compensation, solely to the extent such amounts are received from any Borrower and accrued when the Indenture Trustee) Mortgage Loan or a Companion Loan is a Specially Serviced Mortgage Loan, without duplication: any late payment fees and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer Default Interest (to the extent not paid by such subservicerapplied as described above), expenses incurred assumption fees, assumption application fees, substitution fees, release fees (including, without limitation, any fees payable in connection with distributions and reports a defeasance), Modification Fees (subject to the Certificateholders third to last paragraph of this Section 3.17), loan service transaction fees, insufficient funds fees and consent fees and other similar fees and expenses, charges for beneficiary statements or demands (to the extent such beneficiary statements or demands were prepared by the Special Servicer) and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account (and, if a Special Servicing Loan Event is not continuing, 100% of assumption application fees (if the related assumption was processed by the Special Servicer) and 50% of assumption fees, substitution fees, release fees, Modification Fees and consent fees and other similar fees with respect to a Major Decision if a Special Servicing Loan Event is not continuing. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by any Borrower (to the extent such Borrower is required to do so under the Loan Agreement); (ii) failure of any Borrower to reimburse for such payment constitutes an Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury regulations section 1.860G-1(b)(3)(ii) (it being understood that the Servicer Customary Expenses and the NoteholdersSpecial Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation payable to the Servicer as provided for herein shall be made, and any fees and reimbursements for expenses paid such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to Lewtan Technologiesa successor Servicer or successor Special Servicer, Inc.)as applicable, except expenses incurred in connection with realizing upon Receivables under the assumption by such successor of the duties hereunder pursuant to Section 3.3.7.2 (or as provided in the following paragraph with respect to the Excess Servicing Fee). Trimont LLC and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any QIB or Institutional Accredited Investor (other than a Plan); provided, that no

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Whole Loan and Foreclosed Property payable monthly out of the Collection Period Account from payments of interest on the Whole Loan or Foreclosure Proceeds allocable as interest on such Foreclosed Property, as the case may be in accordance with and subject to Section 3.4(c)(ii). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables Servicer in connection with its servicing obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationis continuing, the Servicer shall also be entitled to earnings retain certain other customary charges and fees including any late payment charges (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees (except as otherwise provided in the Co-Lender Agreement)), Default Interest (to the extent not applied pursuant to Section 3.4(c) (except as otherwise provided in the Co-Lender Agreement)), assumption fees, assumption application fees, substitution fees, defeasance fees, Modification Fees, consent fees (subject to the fourth paragraph of this Section 3.17), loan service transaction fees, insufficient funds fees and similar fees and expenses (in each case, only to the extent collected and allocated to such amounts in accordance with terms of the Loan Documents, the Co-Lender Agreement or this Agreement, and in each case, to the extent actually received from the Borrower), release fees and any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead Collection Account, disposition fees paid the Companion Loan Account and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement (“Additional Servicing Compensation”); provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to Final Payment Receivables the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and any administrative fees and charges until such default or Loan Event of Default has been cured and all late payment fees actually collected (from whatever source) delinquent amounts due with respect to the Whole Loan have been paid and all interest on Advances has been paid. If a Special Servicing Loan Event occurs and is continuing with respect to the Receivables other than fees paid in connection with Whole Loan, the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Special Servicer shall be required entitled to pay receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in connection with its activities servicing obligations hereunder (including fees the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and expenses interest made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than at the applicable Default Rate) made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Owner Trustee and Whole Loan or a Note (whether through sale, discounted payoff or other liquidation), as to which the Indenture Trustee Special Servicer receives Net Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with (and any custodian appointed a) a repurchase of the Trust Loan by the Owner Trustee and Loan Seller pursuant to the Indenture TrusteeLoan Purchase Agreement (so long as such repurchase occurs within the 90 day time period required by the Loan Purchase Agreement including any applicable extended cure periods), (b) and independent accountantsthe sale of the Whole Loan to the Servicer, the Special Servicer, the Directing Holder or any subservicer, taxes imposed on of their affiliates pursuant to Section 3.16 hereof if such sale occurred within 90 days after the transfer of the Whole Loan to the Special Servicer or (c) the purchase of the A Notes by a holder of the Trust A-B Note (in the event it is no longer an asset of the Trust) within 90 days following the date such holder received notice of the first purchase option event triggering its right to purchase the A Notes (it being acknowledged that if a later purchase option notice is issued as a result of another purchase option trigger event arising out of substantially the same facts and circumstances, this clause (d) shall be inoperative). The Liquidation Fee shall be payable from, and shall be calculated using, the related Net Liquidation Proceeds, subject to a cap of $1,000,000. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(c). With respect to the Whole Loan for which a Special Servicing Loan Event is continuing, the Special Servicer shall also be entitled to retain as additional servicing compensation any subservicer late payment fees (to the extent not paid by such subservicerapplied pursuant to Section 3.4(c)), (except as otherwise provided in the Co-Lender Agreement) Default Interest (to the extent not applied pursuant to Section 3.4(c)), (except as otherwise provided in the Co-Lender Agreement) assumption fees, assumption application fees, substitution fees, Modification Fees, loan service transaction fees, consent fees (subject to the second paragraph below) and similar fees and expenses incurred to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Loan Documents or the Co-Lender Agreement or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement (“Additional Special Servicing Compensation”). Notwithstanding the foregoing, in the event that the Whole Loan has become a Specially Serviced Loan solely due to the failure to make the Balloon Payment and the Whole Loan is refinanced on or before the date that is four months after the Maturity Date, the Special Servicer shall be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower and shall not otherwise be entitled to deduct a Liquidation Fee from amounts due to the Certificateholders or the Companion Loan Holders. Notwithstanding anything herein to the contrary, with respect to the Whole Loan and any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee with respect to the Whole Loan, but not both. The Special Servicer shall also be entitled, if the Whole Loan is a Specially Serviced Loan, to 100% of the consent fees or Modification Fees, and if the Whole Loan is not a Specially Serviced Loan, 50% of the consent fees or Modification Fees that are paid in connection with distributions and reports a consent or modification that the Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement, in each case, to the Certificateholders extent that such consent fee or Modification Fee is actually collected on the Whole Loan. The Servicer and the NoteholdersSpecial Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its respective percentage interest in any fee or payment payable to such party; provided, however without the consent of the affected party, (x) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Servicer decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust by the Borrower (to the extent the Borrower is required to do so under the Loan Agreement); (ii) failure of the Borrower to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any fees and reimbursements for expenses paid such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to Lewtan Technologiesa successor Servicer or successor Special Servicer, Inc.)as applicable, except expenses incurred in connection with realizing upon Receivables the assumption by such successor of the duties hereunder pursuant to Section 7.2. KeyBank National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to any QIB or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit M-6 hereto, and (iii) the prospective transferee shall have delivered to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit M-7 hereto. None of the Depositor, the Trustee or the Certificate Administrator is obligated to register or qualify an Excess Servicing Fee Right under Section 3.3.the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. KeyBank National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchasers, the Trustee, the Servicer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of KeyBank National Association as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator Fee and the Trustee shall be entitled to the Trustee Fee. Except as otherwise provided herein (i) the Certificate Administrator’s fee includes all overhead expenses of the Certificate Administrator and the Authenticating Agent and (ii) the Tru

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan. As compensation for the activities of the Servicer hereunder, the Servicer shall be an amount equal entitled to the product Servicing Fee with respect to each Mortgage Loan payable solely from payments of one-twelfth (1/12interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Servicer's responsibilities and obligations under this Agreement; PROVIDED, HOWEVER, that the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of assumption fees, ancillary income and late payment charges, insufficient funds charges or otherwise (x) 1% of the aggregate Principal Balance of all Receivables subject to Section 3.24 and other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expensespursuant to Section 3.23(b) on amounts on deposit in the Payahead to withdraw from any REO Account, disposition fees paid with respect as additional servicing compensation, interest or other income earned on deposits therein, subject to Final Payment Receivables Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. The Master Servicer shall be entitled pursuant to Section 3.11 to be paid by the Trust Administrator from the Distribution Account, pursuant to Section 3.25 to be paid by the Trust Administrator from the Expense Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including to the extent provided herein in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture TrusteeTrust Administrator) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" with respect , which shall be payable by the Trust from amounts held in the Certificate Account (and from the related A/B Loan Custodial Account to the extent related solely to a Collection Period B Note and from the related Serviced Companion Mortgage Loan Custodial Account to the extent related solely to a Serviced Companion Mortgage Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be an amount equal required to pay to the product of one-twelfth (1/12) Primary Servicer its Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicer from amounts transferred to the Master Servicer in accordance with the terms of the sum of (x) 1% Primary Servicing Agreement. The Master Servicer shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The Master Servicer shall also be entitled to earnings (net of losses and investment expenses) on the Primary Servicing Fee, which shall be payable by the Trust from amounts on deposit held in the Payahead AccountCertificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, disposition fees paid with respect provided that the Primary Servicing Fee payable to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Master Servicer shall only be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of collected from the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed Mortgage Loans set forth on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.)Schedule III, except expenses incurred as provided in connection with realizing upon Receivables under Section 3.38.28(b).

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan, the Companion Loan(s) and any REO Trust Loan and REO Companion Loan(s) payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges (to the product extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer (the first day of such Collection Period“Servicer Customary Expenses”). As additional servicing compensationIn addition, the Servicer shall also be entitled to earnings retain as Additional Servicing Compensation, in each case to the extent actually paid by the Borrowers for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), any Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), amounts for checks returned for insufficient funds which checks were deposited in an account maintained by the Servicer, and any assumption fees, assumption application fees, release fees, Modification Fees, Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses (earned with respect to the Mortgage Loan so long as a Special Servicing Loan Event does not exist), in each case, to the extent actually received from the Borrowers with respect to the Mortgage Loan and to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid, all Advances have been reimbursed, all interest on Advances and Companion Loan Advances has been paid and all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to retain as additional compensation any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts the investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower Related Parties) and any Reserve Accounts (to the extent not payable to the Borrower Related Parties) to the extent provided for in this Agreement. If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur; provided, that in no event shall the Work-out Fee payable in respect of the Mortgage Loan exceed $1,000,000. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the Trust Loan (or an allocable part thereof) or makes a Loss of Value Payment pursuant to the related Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds; provided, that in no event shall the Liquidation Fee payable in respect of the Mortgage Loan or Foreclosed Properties exceed $1,000,000; and provided, further, that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Payahead AccountCollection Account as provided in Section 3.4(a). During the continuance of a Special Servicing Loan Event, disposition the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrowers for such purpose, any late payment fees paid and Default Interest accrued upon and after a Special Servicing Loan Event (in each case to the extent remaining after application pursuant to Section 3.17(b)), and any assumption fees, assumption application fees, Modification Fees, loan service transaction fees, Consent Fees, release fees and similar fees and expenses (earned with respect to Final Payment Receivables the Mortgage Loan so long as a Special Servicing Loan Event exists) and any administrative fees and charges and all late payment fees actually amounts for checks returned for insufficient funds which checks were deposited in the Foreclosed Property Account, to the extent, with respect to any such amounts, collected (from whatever sourceto the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the Receivables other than investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and, if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, including assumption fees paid (but not assumption application fees), release fees, Modification Fees and Consent Fees. Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Properties shall be offset by any Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan in connection with any modification, restructure, extension, waiver, amendment or work-out of the extension Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or deferral Liquidation Fee. If the Special Servicer is terminated without cause, and it commenced the process of payments on liquidation of any Property or any Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a Receivable (portion of any Liquidation Fee that becomes payable with respect to the "Supplemental Servicing Fee")Mortgage Loan or such Property or Foreclosed Property that was being administered by the Special Servicer at the time of such termination. The terminated Special Servicer and the successor Special Servicer shall apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be apportioned on the basis of the number of months the terminated Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or such Property or Foreclosed Property. For the avoidance of doubt, with respect to any of the foregoing fees that constitutes Additional Servicing Compensation and is required to be shared between the Servicer and the Special Servicer pursuant to the terms of this Agreement, the Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer or the Special Servicer decides not to charge any such fee, the other such party shall nevertheless be entitled to charge its portion of the related fee to which it would have been entitled if the Servicer or the Special Servicer, as applicable, had charged a fee. Notwithstanding the foregoing, the Special Servicer may, in connection with a workout or other modification of the Mortgage Loan and without consent of the Servicer, waive any or all related Default Interest and late payment charges, regardless of who is entitled to receive such payments as compensation. The Servicer and the Special Servicer shall use efforts consistent with Accepted Servicing Practices to collect from the Borrowers the amount of any fees and other expenses payable by the Borrowers under the Mortgage Loan Documents, including, without limitation, Borrower Reimbursable Trust Fund Expenses, including exercising all remedies available under the Mortgage Loan Documents that would be in accordance with Accepted Servicing Practices. Each of the Servicer and the Special Servicer shall be required to pay all expenses related to its internal costs, consisting of overhead and employee costs and expenses incurred by it in connection with its servicing activities hereunder (including fees under this Agreement, and shall not be entitled to reimbursement for those costs and expenses except as specifically provided for in this Agreement. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on amount of such payment to the Servicer or any subservicer the Special Servicer, as the case may be, is reimbursed to the Trust by the Borrower Parties (to the extent the Borrower Parties are required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not paid by unanticipated); or (iv) such subservicer)reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust or as an Advance. Except as otherwise expressly provided herein, expenses incurred no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or the Servicer’s right to other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with distributions the assumption by such successor of the duties hereunder pursuant to Section 7.2. The Special Servicer and reports to its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the Certificateholders and form of commissions, brokerage fees, rebates, or as a result of any fee-sharing arrangement) from any Person (including, without limitation, the NoteholdersTrust, any Borrower, any Property Manager, the Borrower Sponsor or any Guarantor in respect of the Trust Loan or the Companion Loan(s) and any fees and reimbursements for expenses paid to Lewtan Technologiespurchaser of the Trust Loan, Inc.), except expenses incurred any Companion Loan or any Foreclosed Property) in connection with realizing upon Receivables under Section 3.3.the dispo

Servicing Compensation. The "Servicing Fee" with respect As consideration for servicing the Mortgage Loans subject to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationthis Agreement, the Servicer shall also retain the relevant Aurora Servicing Fee for each Mortgage Loan remaining subject to this Agreement during any month or part thereof. Such Aurora Servicing Fee shall be payable monthly. Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer and is not required to be deposited in the Custodial Account. The obligation of the Seller to pay the Aurora Servicing Fee is limited to, and the Aurora Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer. The aggregate Aurora Servicing Fees for any month with respect to the Mortgage Loans shall be reduced by the aggregate Prepayment Interest Shortfall Amount for such month. The Servicer shall be obligated to pay the aggregate Prepayment Interest Shortfall Amount for any month to the extent not covered by the aggregate Aurora Servicing Fees for such month up to a maximum of the aggregate General Servicing Fees for such month. The Servicer shall be entitled to earnings (net recover any unpaid Aurora Servicing Fee and the Seller shall be entitled to recover the Seller Remittance Amount, to the extent not remitted, out of losses Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04 and investment expenses) on out of amounts on deposit in derived from the Payahead Account, disposition fees paid with respect operation and sale of an REO Property to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")extent permitted by Section 3.17. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements reimbursement thereof except as specifically provided for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3herein.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period servicing fee for (a) the _____ 200_ Distribution Date shall be an amount equal to $________ and (b) for each Distribution Date thereafter shall equal the product of (i) one-twelfth twelfth, (1/12ii) the Servicing Fee Rate and (iii) the Pool Balance as of the sum opening of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of business on the first day of such the related Collection PeriodPeriod (the "Servicing Fee"). As additional servicing compensation, the Servicer shall also be entitled to earnings retain any late fees, extension fees, prepayment charges (net of losses and investment expenses) on amounts on deposit including, in the Payahead Accountcase of any Rule of 78's Receivable or Sum of Periodic Balances Receivable that is prepaid in full, disposition amounts received in excess of the outstanding Principal Balance of such Receivable and accrued interest thereon calculated as if such Receivable were an Actuarial Receivable) and certain non-sufficient funds charges and other administrative fees paid or similar charges allowed by applicable law with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees and shall be paid any interest earned on deposits in connection with the extension or deferral of payments on a Receivable Accounts (the "Supplemental Servicing Fee"). It is understood and agreed that Available Interest or Available Principal shall not include any amounts retained by Servicer which constitute Supplemental Servicing Fees. The Servicing Fee in respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Distribution Dates), if the Rating Agency Condition is satisfied, may be paid at the beginning of such Collection Period out of Collections for such Collection Period. As provided in Section 4.5, as additional compensation, Servicer shall be required entitled to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsreceive on each Distribution Date, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by Additional Servicing for such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3Distribution Date.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal (a) Subject to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablesfollowing paragraph, in each case as of the first day of such Collection Period. As additional servicing compensationcompensation for its services hereunder, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid a Servicing Fee payable with respect to Final Payment Receivables each Mortgage Loan that it services. As to each Mortgage Loan, the Servicing Fee shall be payable monthly from payments of interest on such Mortgage Loan prior to the deposit of such payments into the applicable Collection Account, shall accrue at the applicable Servicing Fee Rate, and any administrative fees and charges and all late payment fees actually collected (from whatever source) shall be computed on the Receivables other than fees basis of the same principal amount and for the same period respecting which such interest payment was computed. (b) The Servicing Fee for each Mortgage Loan shall be payable solely from (i) the interest portion of the related Monthly Payment (to the extent paid by the Mortgagor, but only if a full interest payment is received), or (ii) from any payment of interest made with respect to the Mortgage Loan from the proceeds of foreclosure or any judgment, writ of attachment or levy against the Mortgagor or the Mortgagor's assets, or (iii) from funds paid in connection with any prepayment in full, or (iv) from Insurance Proceeds or Liquidation Proceeds. (c) As additional compensation hereunder, the extension Servicer may retain (i) all net interest earnings on balances maintained in the Collection Account and Escrow Accounts and (ii) the Ancillary Fees. (d) The Servicer's right to the Servicing Fee shall not be transferred in whole or deferral in part except in connection with any permitted transfer of payments on a Receivable (all the "Supplemental Servicing Fee")Servicer's obligations under this Agreement. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements reimbursement therefor except as specifically provided for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3herein.

Servicing Compensation. The "As compensation for its activities hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee" Fees and Sub-Servicing Fees with respect to a Collection Period shall be an amount equal to the product of one-twelfth each Mortgage Loan (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day less any portion of such Collection Periodamounts retained by any Sub-Servicer). As additional servicing compensationIn addition, the Master Servicer shall also be entitled to earnings (net recover unpaid Master Servicing Fees and Sub-Servicing Fees out of losses and investment expenses) related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on amounts the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on deposit in the Payahead Accountrelated Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, disposition fees paid with respect the Master Servicer shall be entitled to Final Payment Receivables and retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any administrative fees and assumption fees, late payment charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Holders of the Class P Certificates. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses payment of the Owner Trustee premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Sub-Servicer or any subservicer (to the extent not paid retained by such subservicerit), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with distributions the transfer of all of the Master Servicer's responsibilities and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables obligations under Section 3.3this Agreement.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan, the Companion Loans and any REO Property payable monthly out of the Collection Period Account from payments of interest on the Trust Loan and the Companion Loans or Foreclosure Proceeds allocable as interest on such REO Property, as the case may be, in accordance with and subject to Section 3.4(c)(iii); provided that if such collections on the Trust Loan, the Companion Loans, or REO Property are not sufficient to pay all accrued and unpaid Servicing Fees on the Trust Loan, the Companion Loans or REO Property upon the final liquidation of the Mortgage Loan or REO Property, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit with respect to the Mortgage Loan or REO Property in accordance with Section 3.4(c)(xi). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationis continuing, the Servicer shall also be entitled to earnings retain certain other customary charges and fees including any late payment charges (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event)(to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, substitution fees, Modification Fees, insufficient funds fees, loan service transaction fees, consent fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement (in each case, to the extent actually received from the Borrower), release fees and any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead AccountCollection Account and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement (“Additional Servicing Compensation”); provided, disposition however, that if consent of the Special Servicer is required, the Special Servicer shall be entitled to 50% of Modification Fees, assumption fees paid (but not assumption application fees), consent fees or similar fees; and provided further, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to Final Payment Receivables the Mortgage Loan, with respect to which a default thereunder or Mortgage Loan Event of Default is continuing unless and any administrative fees and charges until such default or Mortgage Loan Event of Default has been cured and all late payment fees actually collected delinquent amounts (from whatever sourceincluding any Default Interest) due with respect to the Mortgage Loan have been paid and all interest on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Advances have been paid. The Servicer shall be required entitled to pay retain as Additional Servicing Compensation, any Prepayment Interest Excess (to the extent not offset by any Prepayment Interest Shortfalls). If a Special Servicing Loan Event occurs and is continuing with respect to the Trust Loan and Companion Loans, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in connection with performing its activities duties hereunder other than: (including fees i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If all existing Special Servicing Loan Events are terminated following resolution of such Special Servicing Loan Events by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than at the Default Rate) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur with respect to the Mortgage Loan and the Indenture Trustee successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to the Liquidated Property or the liquidation of the Mortgage Loan (and any custodian appointed whether through sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with (A) a repurchase of the Trust Loan (or one of the Trust Notes) by the Owner Trustee and Trust Loan Seller pursuant to the Indenture TrusteeTrust Loan Purchase Agreement (so long as such repurchase occurs within the time period required by the Trust Loan Purchase Agreement), (B) and independent accountants, any subservicer, taxes imposed on the sale of the Mortgage Loan by the Special Servicer to an Interested Person pursuant to Section 3.16 hereof or (C) a purchase of the Mortgage Loan or REO Property by the Controlling Class Representative or any subservicer affiliate thereof, if such purchase occurs within ninety (90) days after the later of (x) the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which a Mortgage Loan Event of Default occurs with respect to the Mortgage Loan. The Liquidation Fee shall be payable from, and shall be calculated using, the Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(c). If a Special Servicing Loan Event occurs and is continuing with respect to the Mortgage Loan, the Special Servicer shall also be entitled to retain as additional servicing compensation any late payment fees (to the extent not paid by such subservicerapplied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, Modification Fees, insufficient funds fees, loan service transaction fees and similar fees and expenses incurred to the extent, with respect to any such amounts, actually collected from the Borrower (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the REO Account to the extent provided in this Agreement (“Additional Special Servicing Compensation”). Notwithstanding the foregoing, in the event that the Mortgage Loan has become a Specially Serviced Loan solely due to the failure to pay a Balloon Payment and the Mortgage Loan is refinanced on or before the date that is nine (9) months after the Maturity Date, the Special Servicer shall be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower and not otherwise from the proceeds of the Mortgage Loan or REO Property. Notwithstanding anything herein to the contrary, with respect to the Mortgage Loan and any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees earned and received by the Special Servicer within the prior twenty four (24) months (determined as of the closing date of the workout or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with distributions and reports any modification, restructure, extension, waiver, amendment or workout of the Mortgage Loan, but only to the Certificateholders extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. The Special Servicer shall use reasonable efforts to collect the amount of any Borrower Reimbursable Trust Expenses from the Borrower pursuant to the Loan Documents, including exercising all remedies available under the Loan Documents that would be in accordance with the Accepted Servicing Practices. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Borrower (to the extent the Borrower is required to do so under the Loan Agreement); (ii) failure of the Borrower to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the NoteholdersSpecial Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any fees and reimbursements for expenses paid such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to Lewtan Technologiesa successor Servicer or successor Special Servicer, Inc.)as applicable, except expenses incurred in connection with realizing upon Receivables the assumption by such successor of the duties hereunder pursuant to Section 7.2. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, the Borrower, the Manager, the Sponsor or indemnitor in respect of the Mortgage Loan and any purchaser of the Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.33.17; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form of Exhibit S-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit S-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced Companion Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that (A) is processed by the product Special Servicer or (B) the Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer, in each case under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Special Servicer is not otherwise processing and that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Deferred Balloon Payment ReceivablesServiced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that (A) is processed by the Special Servicer or (B) the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Special Servicer is not otherwise processing and that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Special Servicer is not otherwise processing and that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that (A) is processed by the Special Servicer or (B) the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans (regardless of whether the Master Servicer or the Special Servicer processes the assumption); (vi) 100% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Special Servicer is not otherwise processing and that the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that (A) is processed by the Special Servicer or (B) the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the Special Servicer is not otherwise processing the associated action and the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action or such action is processed by the Special Servicer; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans and any administrative fees Serviced Companion Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans and charges Serviced Companion Loans during such Collection Period, and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form of Exhibit S-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit S-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced Companion Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the product Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Deferred Balloon Payment ReceivablesServiced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (vi) 100% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans and any administrative fees Serviced Companion Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans and charges Serviced Companion Loans during such Collection Period, and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or Gross Subsequent Recoveries to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub‑Servicer pursuant to a Sub‑Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of Prepayment Interest Excess, assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Master Servicer only to the first day of extent such Collection Periodfees or charges are received by the Master Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect and pursuant to Final Payment Receivables and Section 3.23(b) to withdraw from any administrative fees and charges and all late payment fees actually collected (from whatever source) REO Account, as additional servicing compensation, interest or other income earned on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub‑Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances and servicing compensation of each Sub‑Servicer, and to the extent provided herein and in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period servicing fee for (a) the _____ 20__ Distribution Date shall be an amount equal to $________ and (b) for each Distribution Date thereafter shall equal the product of (i) one-twelfth twelfth, (1/12ii) the Servicing Fee Rate and (iii) the Pool Balance as of the sum opening of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of business on the first day of such the related Collection PeriodPeriod (the “Servicing Fee”). As additional servicing compensation, the Servicer shall also be entitled to earnings retain any late fees, extension fees, prepayment charges (net of losses and investment expenses) on amounts on deposit including, in the Payahead Accountcase of any Rule of 78’s Receivable or Sum of Periodic Balances Receivable that is prepaid in full, disposition amounts received in excess of the outstanding Principal Balance of such Receivable and accrued interest thereon calculated as if such Receivable were an Actuarial Receivable) and certain non-sufficient funds charges and other administrative fees paid or similar charges allowed by applicable law with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees and shall be paid any interest earned on deposits in connection with the extension or deferral of payments on a Receivable Accounts (the "“Supplemental Servicing Fee"”). It is understood and agreed that Available Interest or Available Principal shall not include any amounts retained by Servicer which constitute Supplemental Servicing Fees. The Servicing Fee in respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Distribution Dates), if the Rating Agency Condition is satisfied, may be paid at the beginning of such Collection Period out of Collections for such Collection Period. As provided in Section 4.5, as additional compensation, Servicer shall be required entitled to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsreceive on each Distribution Date, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by Additional Servicing for such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3Distribution Date.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationcompensation for its services ---------------------- hereunder, the Servicer shall also be entitled to earnings (net receive from the Collection Account, the Servicing Fee out of losses which the Servicer shall pay any servicing fees owed or payable to any Subservicer and investment expenses) on any custodial fees owed or payable to the Custodian. Additional servicing compensation in the form of assumption and other administrative fees, amounts on remitted pursuant to Section 7.01, prepayment penalties and late payment charges shall be part of the Servicing Compensation payable to the Servicer hereunder and shall be paid either by the Servicer retaining such additional servicing compensation prior to deposit in the Payahead Account, disposition fees paid with respect Collection Account pursuant to Final Section 5.01(b)(1) or if deposited into the Collection Account as part of the Servicing Compensation withdrawn from the Note Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever sourceAccount pursuant to Section 8.2(a) on of the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Indenture. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for herein. The Servicer also agrees to pay (including i) the Owner Trustee Fee and the Indenture Trustee Fee, and the fees and expenses of the Co-Owner Trustee and the Custodian, (ii) all reasonable costs and expenses incurred by the Indenture Trustee (and any custodian appointed by Trustee, the Owner Trustee and or the Seller in investigating the Servicer's activities hereunder when, in the reasonable opinion of the Indenture Trustee) and independent accountants, any subservicerthe Owner Trustee or the Seller, taxes imposed such investigation is warranted on the basis of adverse information about the Servicer or any subservicer obtained from a reasonably reliable source, (to the extent not paid by such subservicer), iii) all reasonable costs and expenses incurred by any successor servicer or the Indenture Trustee in connection with distributions replacing the Servicer in the event of a default by the Servicer in the performance of its duties under the terms and reports to the Certificateholders and the Noteholdersconditions of this Agreement, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3(iv) the annual Rating Agency monitoring fees.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationcompensation for its activities hereunder, the Master Servicer shall also be entitled to earnings (net of losses and investment expenses) on the Master Servicing Fee, which shall be payable by the Trust from amounts on deposit held in the Payahead Account, disposition fees paid with respect Certificate Account (and from the related A/B Loan Custodial Account to Final Payment Receivables the extent related solely to a B Note and any administrative fees and charges and all late payment fees actually from the related Serviced Companion Mortgage Loan Custodial Account to the extent related solely to a Serviced Companion Mortgage Loan) or otherwise collected (from whatever source) on the Receivables other than fees paid Mortgage Loans as provided in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 5.2. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses to the holders of the Owner Trustee and rights to the Indenture Trustee (and any custodian appointed Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Owner Trustee and Trust as provided in Section 5.1(c), unless otherwise retained by the Indenture Trustee) and independent accountantsholders of such rights. Notwithstanding anything herein to the contrary, if any subservicerof the holders of the right to receive Excess Servicing Fees resigns or is no longer Master Servicer, taxes imposed on for any reason, it will continue to have the Servicer or any subservicer (right to receive its portion of the Excess Servicing Fee except to the extent not paid that any portion of such Excess Servicing Fee is needed (as determined by such subservicer)the Trustee in its discretion) to compensate any successor Master Servicer for assuming the duties of Midland Loan Services, expenses incurred in connection with distributions and reports to Inc., as the Certificateholders and Initial Master Servicer under the NoteholdersAgreement, and any fees and reimbursements for expenses paid of the holders of the right to Lewtan Technologiesreceive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3whether or not it is then acting as Master Servicer hereunder.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds to the product extent permitted by Section 3.11(a)(iii). The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of one-twelfth (1/12) all of the sum Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of (x) 1% of assumption fees, late payment charges, insufficient funds charges, Prepayment Charges, ancillary income or otherwise shall be retained by the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of Master Servicer only to the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of extent such fees or charges are received by the first day of such Collection PeriodMaster Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expensespursuant to Section 3.23(b) on amounts on deposit in the Payahead to withdraw from any REO Account, disposition fees paid with respect as additional servicing compensation, interest or other income earned on deposits therein, subject to Final Payment Receivables Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of premiums for the Owner Trustee and the Indenture Trustee (and any custodian appointed insurance required by the Owner Trustee and the Indenture Trustee) and independent accountantsSection 3.14, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent such premiums are not paid by such subservicerthe related Mortgagors or by a Sub-Servicer and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein. In addition, the Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(x), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, Subsequent Recoveries and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related Late Collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, net Prepayment Interest Excesses (to the product of one-twelfth extent not required to offset Prepayment Interest Shortfalls), NSF fees, reconveyance fees and other similar fees and charges (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled as additional servicing compensation, to earnings interest or other income earned on deposits in the Escrow Account (net of losses to the extent permitted by law and investment expensesthe related Mortgage Loan documents) on amounts on in accordance with Section 3.12. (c) The Servicer shall remit to the Trustee for deposit in the Payahead Supplemental Float Account all income and gain realized from the investment of funds deposited in the Collection Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected . (from whatever sourced) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related Late Collections to the product extent permitted in Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of one-twelfth (1/12) all of the sum Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Prepayment Premiums) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.09(b)(vi) and Deferred Balloon Payment Receivables and (ySection 3.11(a)(iv) 0.25% of to withdraw from the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment ReceivablesCollection Account, in each case as of the first day of such Collection Period. As additional servicing compensation, the interest or other income earned on deposits therein. The Servicer shall also be entitled to earnings retain Prepayment Interest Excesses, but only to the extent such amounts are received by the Servicer. (net of losses and investment expensesc) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related late collections to the product extent permitted in Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of one-twelfth (1/12) all of the sum Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expenses) on amounts on deposit in the Payahead Distribution Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected as additional servicing compensation, interest or other income earned on deposits therein. (from whatever sourcec) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "On each Distribution Date, the Servicer shall be paid the Basic Servicing Fee" Fee for such Distribution Date and any unpaid Basic Servicing Fees related to it from prior Distribution Dates to the extent of funds available therefor in accordance with the provisions of Section 4.5, but solely from Interest Collections. If it is acceptable to each Rating Agency without a reduction in the rating of the Certificates, the Basic Servicing Fee in respect to of a Collection Period shall be an amount equal to (together with any portion of a Basic Servicing Fee that remains unpaid from prior Distribution Dates) at the product of one-twelfth (1/12) option of the sum Servicer may be paid at or as soon as possible after the beginning of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as such Collection Period out of the first day collections of interest received on the Receivables serviced by the Servicer for such Collection Period. As additional servicing compensationIn addition, the Servicer shall also be entitled to earnings retain any late fees, prepayment charges (net of losses and investment expensesother than Deferral Fees) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative or other fees and charges collected during the Collection Period and all late payment fees actually collected (from whatever source) the Servicer shall be paid any interest earned during the Collection Period on deposits in the Accounts of Collections on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (collectively, the "Supplemental Servicing FeeSUPPLEMENTAL SERVICING FEE"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), and expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), Certificateholders) except expenses incurred in connection with realizing upon Receivables under Section 3.3. No transfer, sale, pledge or other disposition of the Servicer's right to receive all or any portion of the Basic Servicing Fee shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to one or more successor servicers in connection with the assumption by any such successor servicer of the duties hereunder pursuant to Section 9.2 and all (and not a portion) of the Basic Servicing Fee is transferred to any such successor servicer.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a Collection Period shall be an amount equal consent, approval or other action that the Master Servicer is not permitted to take in the product absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and Deferred Balloon Payment Receivablespaid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans; (vi) 100% of Consent Fees on Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans that are not Specially Serviced Mortgage Loans; (ix) (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans during such Collection Period, and any administrative fees and charges and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, Subsequent Recoveries and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related Late Collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. The Servicer may elect to have the entire Servicing Fee represented by a certificate in the form attached as Exhibit Y hereto (the "Servicing Fee Certificate"). The Servicing Fee Certificate may only be held by the Servicer and shall not be issued to or held by any other Person (including without limitation any Subservicer). The Servicer shall be entitled to the product Servicing Fee whether or not the Servicing Fee Certificate is outstanding. (b) Additional servicing compensation in the form of one-twelfth assumption or modification fees, late payment charges, net Prepayment Interest Excesses (1/12) of to the sum of extent not required to offset Prepayment Interest Shortfalls), NSF fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled as additional servicing compensation, to earnings interest or other income earned on deposits in the Escrow Account (net of losses to the extent permitted by law and investment expensesthe related Mortgage Loan documents) on amounts on in accordance with Section 3.12. (c) The Servicer shall deposit in the Payahead Supplemental Float Account all income and gain realized from the investment of funds deposited in the Collection Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected . (from whatever sourced) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to As consideration for servicing the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationMortgage Loans, the Servicer shall also be entitled to earnings retain from the monthly remittance to Owner the applicable Servicing Fee and Other Fees Servicer is entitled to each month. The obligation of the Owner to pay, and the Servicer’s right to withdraw or retain, the Servicing Fee and Other Fees with regard to such Mortgage Loan shall be irrespective of Monthly Payments collected by the Servicer on such Mortgage Loan. To the extent the Servicer is unable to pay itself the accrued and unpaid Servicing Fee and Other Fees from interest payment on the Mortgage Loans, the Servicer shall be entitled to ▇▇▇▇ Owner for the shortfall each month and Owner shall reimburse the Servicer within five (net 5) Business Days of losses and investment expenses) on amounts on deposit receipt of such invoice. Additional servicing compensation in the Payahead form of Ancillary Income shall be retained by the Servicer to the extent not required to be deposited in the Custodial Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything set forth in this section related to Ancillary Income, the Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer can not add on a processing, or review fee or any additional fee, ▇▇▇▇ up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (including examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by Servicer or Owner hereunder during the course of this Agreement, Servicer and expenses Owner shall use best efforts to work together in good faith to resolve such dispute within a time period that is reasonable in the context of the cause of the dispute. Except in the case of a monetary error, Owner Trustee and Servicer shall both work together in good faith to resolve the Indenture Trustee dispute within thirty (and any custodian appointed 30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days from the date the error was uncovered. With respect to amounts due a party after the tenth (10th) Business Day after the date the error was uncovered, interest shall be due on such late payment at an annual rate equal to the federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%) but in no event greater than the maximum amount permitted by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed Applicable Law. Such interest shall be paid on the Servicer or any subservicer (to date such late payment is made and shall cover the extent not paid by period commencing with the day following the Business Day on which such subservicer)payment was due and ending with the Business Day on which such payment is made, expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3both inclusive.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related late collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Charges) shall be retained by the Servicer only to the product of one-twelfth (1/12) of extent such fees or charges are received by the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection PeriodServicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expenses) on amounts on deposit in the Payahead Distribution Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected as additional servicing compensation, interest or other income earned on deposits therein. (from whatever sourcec) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to the product of one-twelfth (1/12a) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationcompensation for its activities hereunder, the Master Servicer shall also be entitled to earnings the Master Servicing Fee, which shall be payable by the Trust from amounts held in the Certificate Account or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be required to pay to the Primary Servicers the Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicers from amounts transferred to the Master Servicer in accordance with the terms of the Primary Servicing Agreements. The Master Servicer shall be required to pay to the holders of the rights to the Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of such rights. Notwithstanding anything herein to the contrary, if any of the holders of the right to receive Excess Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as applicable, for any reason, it will continue to have the right to receive its portion of the Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as Master Servicer or Primary Servicer hereunder. (b) Additional servicing compensation in the form of assumption fees, extension fees, servicing fees, default interest payable at a rate above the Mortgage Rate (net of losses any amount used to pay Advance Interest), Modification Fees, forbearance fees, Late Fees (net of Advance Interest) or other usual and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and customary charges and all late payment fees actually received from Mortgagors shall be retained by the Master Servicer, provided that the Master Servicer shall be entitled to (i) receive 50% of assumption fees collected on Mortgage Loans as provided in Section 8.7(a), (ii) Modification Fees as provided in Section 8.18 hereof; and (iii) 100% of any extension fees collected from whatever source) on the Receivables other than fees paid related Mortgagor in connection with the extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18; provided, however, that the Master Servicer shall not be entitled to any such fees in connection with any Specially Serviced Mortgage Loans. If the Master Servicer collects any amount payable to the Special Servicer hereunder in connection with a REO Mortgage Loan or deferral of payments on a Receivable (Specially Serviced Mortgage Loan, the "Supplemental Servicing Fee")Master Servicer shall promptly remit such amount to the Special Servicer as provided in Section 5.2. The Master Servicer shall be required to pay all applicable expenses incurred by it in connection with its servicing activities hereunder hereunder. (including fees and expenses c) Notwithstanding any other provision herein, the Master Servicing Fee for each monthly period relating to each Determination Date shall be reduced by an amount equal to the Compensating Interest (if any) relating to Mortgage Loans which are not Specially Serviced Mortgage Loans for such Determination Date. (d) The Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the Owner Trustee aggregate Prepayment Interest Excess relating to Mortgage Loans which are not Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii) interest or other income earned on deposits in the Certificate Account and the Indenture Trustee Distribution Account (and any custodian appointed by but only to the Owner Trustee and extent of the Indenture Trusteenet investment earnings, if any, with respect to each such account), and, (iii) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Mortgage Loan and Foreclosed Property payable monthly out of the Collection Period Account from payments of interest on the Mortgage Loan or Foreclosure Proceeds allocable as interest on such Foreclosed Property, as the case may be in accordance with and subject to Section 3.4(d)(ii). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationis continuing, the Servicer shall also be entitled to earnings retain certain other customary charges and fees including any late payment charges (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(d)), interest at the Default Rate (to the extent not applied pursuant to Section 3.4(d)), assumption application fees, assumption fees, Modification Fees, consent fees and similar fees (except for the portion of the assumption fees (but not assumption application fees), Modification Fees, consent fees and similar fees, if any, that the Special Servicer is entitled to, as provided below), substitution fees, defeasance fees, insufficient funds fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement (in each case, to the extent actually received from the Borrower), release fees and any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead Collection Account, disposition fees paid the Companion Loan Account and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement (“Additional Servicing Compensation”); provided, however, that the Servicer shall not be entitled to apply or retain any interest at the Default Rate or any late payment charges, with respect to Final Payment Receivables the Mortgage Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and any administrative fees and charges until such default or Loan Event of Default has been cured and all late payment fees actually collected (from whatever source) delinquent amounts due with respect to the Mortgage Loan have been paid and interest on Advances has been paid. If a Special Servicing Loan Event occurs, the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Special Servicer shall be required entitled to pay receive a Special Servicing Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in connection with performing its activities duties hereunder other than: (including fees i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest (other than at the Default Rate) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than at the Default Rate) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the Indenture Trustee (successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Specially Serviced Loan or the Notes, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Specially Serviced Loan, as to which the Special Servicer receives Net Liquidation Proceeds, except that no Liquidation Fee shall be payable under the circumstances set forth in the definition of “Liquidation Fee”. The Liquidation Fee shall be payable from, and shall be calculated using, the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(d). For so long as a Special Servicing Loan Event is continuing, the Special Servicer shall also be entitled to retain as additional servicing compensation any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer late payment fees (to the extent not paid by such subservicerapplied pursuant to Section 3.4(d)), interest at the Default Rate (to the extent not applied pursuant to Section 3.4(d)), assumption fees, assumption application fees, Modification Fees, loan service transaction fees, consent fees and similar fees and expenses incurred to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement (“Additional Special Servicing Compensation”). Notwithstanding the foregoing, in the event that the Mortgage Loan has become a Specially Serviced Loan solely due to the failure to make the Balloon Payment and the Mortgage Loan is refinanced on or before the date that is four (4) months after the Maturity Date, the Special Servicer shall be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower and shall not otherwise be entitled to deduct a Liquidation Fee from amounts due to the Certificateholders. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. The Special Servicer shall also be entitled, if the Mortgage Loan is not a Specially Serviced Loan, to 50% of the following: the assumption fees (but not assumption application fees), the Modification Fees, the consent fees and similar fees that are paid in connection with distributions and reports an assumption, a modification or a consent that the Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer pursuant to the Certificateholders terms of this Agreement to the extent that such assumption fee, Modification Fee, consent fee or similar fee is actually collected on the Mortgage Loan. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Borrower (to the extent the Borrower is required to do so under the Loan Agreement); (ii) failure of the Borrower to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the NoteholdersSpecial Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any fees and reimbursements for expenses paid such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to Lewtan Technologiesa successor Servicer or successor Special Servicer, Inc.)as applicable, except expenses incurred in connection with realizing upon Receivables the assumption by such successor of the duties hereunder pursuant to Section 7.2. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator Fee and the Trustee shall be entitled to the Trustee Fee. Except as otherwise provided herein (i) the Certificate Administrator’s fee includes all overhead expenses of the Certificate Administrator and the Authenticating Agent and (ii) the Trustee Fee includes all overhead expenses of the Trustee. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee and the Trustee Fee, as applicable, may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, the Borrower, the Loan Sponsor, any property manager or indemnitor in respect of the Mortgage Loan and any purchaser of the Mortgage Loan or Foreclosed Property) in connection with the disposition or workout of the Mortgage Loan, the management or disposition of the Foreclosed Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.33.17 provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.

Servicing Compensation. The "(a) As compensation for its services hereunder, the Servicer shall be entitled to receive with respect to each Loan (with the exception of a Defaulted Loan), the Servicing Fee" . The Servicing Fee is payable out of any related recoveries, including Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, of such Monthly Payment collected by the Servicer, or as otherwise provided under Section 3.06 hereof. (b) With respect to any Defaulted Loan, the Servicer shall be entitled to receive the Defaulted Loan Servicing Fee. The Defaulted Loan Servicing Fee with respect to any Defaulted Loan shall cease to accrue as of the date the Loan is paid in full, a final recovery determination occurs in respect thereof or it becomes a Corrected Loan or an REO Mortgage Loan. Earned but unpaid Defaulted Loan Servicing Fees shall be payable monthly out of general collections on deposit in the Servicer Account. (c) As additional servicing compensation under this Agreement, the Servicer shall be entitled to retain (i) the investment earnings on amounts in the Servicer Account and Escrow Account (to the extent not required to be paid to the Borrower), (ii) 100% of the fees associated with a Borrower Request (with respect to a Collection Period shall be an amount equal Loan that the Directing Party requests the Servicer to the product of one-twelfth process pursuant to Section 3.10(a)), (1/12iii) of the sum of (x) 1100% of the aggregate Principal Balance fees associated with a Servicer Approved Borrower Request pursuant to Section 3.10(b); (iv) 100% of all Receivables other than Deferred Payment Receivables late payment charges and Deferred Balloon Payment Receivables default interest; (v) insufficient funds fees and (yvi) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, any other fees provided for in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also be entitled to earnings this Agreement. (net of losses and investment expensesd) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay out of its own funds all allocable overhead and all general and administrative expenses incurred by it in connection with its servicing activities hereunder (including fees hereunder, if and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent the Servicer is not paid by such subservicer), expenses incurred entitled to reimbursement in connection accordance with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3terms of this Agreement.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee and the Administration Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees and unpaid Administration Fees out of Insurance Proceeds or Liquidation Proceeds to the product extent permitted by Section 3.11(a)(iii)(A) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee and the Administration Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer’s responsibilities and obligations under this Agreement. Additional servicing compensation in the form of assumption fees, late payment charges and other similar fees and charges shall be retained by the Master Servicer (xsubject to Section 3.24) 1% of only to the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of extent such fees or charges are received by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection PeriodMaster Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect and pursuant to Final Payment Receivables Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under the Primary Insurance Policies, if any, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture TrusteeTrust Administrator) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period servicing fee for (a) the _____ 200[_] Distribution Date shall be an amount equal to $________ and (b) for each Distribution Date thereafter shall equal the product of (i) one-twelfth twelfth, (1/12ii) the Servicing Fee Rate and (iii) the Pool Balance as of the sum opening of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of business on the first day of such the related Collection PeriodPeriod (the "Servicing Fee"). As additional servicing compensation, the Servicer shall also be entitled to earnings retain any late fees, extension fees, prepayment charges (net of losses and investment expenses) on amounts on deposit including, in the Payahead Accountcase of any Rule of 78's Receivable or Sum of Periodic Balances Receivable that is prepaid in full, disposition amounts received in excess of the outstanding Principal Balance of such Receivable and accrued interest thereon calculated as if such Receivable were an Actuarial Receivable) and certain non-sufficient funds charges and other administrative fees paid or similar charges allowed by applicable law with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees and shall be paid any interest earned on deposits in connection with the extension or deferral of payments on a Receivable Accounts (the "Supplemental Servicing Fee"). It is understood and agreed that Available Interest or Available Principal shall not include any amounts retained by Servicer which constitute Supplemental Servicing Fees. The Servicing Fee in respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Distribution Dates), if the Rating Agency Condition is satisfied, may be paid at the beginning of such Collection Period out of Collections for such Collection Period. As provided in Section 4.5, as additional compensation, Servicer shall be required entitled to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountantsreceive on each Distribution Date, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by Additional Servicing for such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3Distribution Date.

Servicing Compensation. The "As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 4.03(e). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds to the product extent permitted by Section 3.05(a)(ii), out of one-twelfth (1/12general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.13. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Servicer's responsibilities and obligations under this Agreement. Additional servicing compensation in the form of Prepayment Interest Excess, assumption fees, late payment charges, insufficient funds fees, customary real estate referral fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment ReceivablesServicer only to the extent such amounts, in each case as of fees or charges are received by the first day of such Collection PeriodServicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.05(a)(vi) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect pursuant to Final Payment Receivables Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw from any administrative fees and charges and all late payment fees actually collected (from whatever source) REO Account, as additional servicing compensation, interest or other income earned on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.06. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "(a) As compensation for its activities hereunder, each Master Servicer shall be entitled to the Master Servicing Fee" Fee and the General Master Servicer shall be entitled to the Primary Servicing Fee (except with respect to a Collection Period the NCB, FSB Loans), which shall be an amount equal payable by the Trust from amounts held in the applicable Certificate Accounts or otherwise collected from the Mortgage Loans and REO Loans as provided in Section 5.2. The General Master Servicer shall be required to pay to the product of one-twelfth Primary Servicers the related Primary Servicing Fees (1/12) except with respect to the NCB, FSB Loans), which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicers from amounts transferred to the General Master Servicer in accordance with the terms of the sum of (x) 1% Primary Servicing Agreements. The Master Servicers shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees (including, if applicable, the applicable Master Servicer), the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer a Master Servicer or Primary Servicer (to the extent that such Person was ever a Master Servicer or a Primary Servicer), as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as a Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The General Master Servicer shall also be entitled to earnings the Primary Servicing Fee (except with respect to the NCB, FSB Loans), which shall be payable by the Trust from amounts held in the applicable Certificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, provided that the Primary Servicing Fee payable to the General Master Servicer shall only be collected from the Mortgage Loans set forth on Schedule III and Schedule VI. There shall be no Primary Servicing Fee payable with respect to the NCB, FSB Loans. For the avoidance of doubt, a sub-servicing fee set forth in the Mortgage Loan Schedule as a fee in addition to the related Master Servicing Fee will be paid to the related Master Servicer as part of the Master Servicing Fee in the event that the related Sub-Servicing Agreement is terminated. (b) Additional servicing compensation in the form of assumption application fees, assumption fees, extension fees, servicing fees, default interest payable at a rate above the Mortgage Rate (net of losses any amount used to pay Advance Interest, Additional Trust Fund Expenses and investment expenses) on amounts on deposit Special Servicing Fees relating to the subject Mortgage Loan as provided in the Payahead AccountSection 4.5), disposition Modification Fees, forbearance fees, Late Fees (net of any amount used to pay Advance Interest), other usual and customary charges and fees paid with respect to Final Payment Receivables actually received from Mortgagors and any administrative other fees and charges and listed in any of the Primary Servicing Agreements, all late payment such fees actually collected (from whatever source) on subject to allocation pursuant to such Primary Servicing Agreements, shall be retained by the Receivables other than fees paid applicable Master Servicer, provided that the applicable Master Servicer shall be entitled to receive such compensation as set forth in Section 5.2(a)(i). If the applicable Master Servicer collects any amount payable to the applicable Special Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the extension or deferral of payments on a Receivable (applicable Master Servicer shall promptly remit such amount to the "Supplemental Servicing Fee")applicable Special Servicer as provided in Section 5.2. The applicable Master Servicer shall be required to pay (in the manner otherwise provided herein) all applicable expenses incurred by it in connection with its servicing activities hereunder hereunder. (c) Notwithstanding any other provision herein, the Master Servicing Fee payable to each Master Servicer for each monthly period relating to each Determination Date shall be reduced by an amount equal to the Compensating Interest (if any) relating to Mortgage Loans serviced by such Master Servicer for such Determination Date. (d) Each Master Servicer, as applicable, shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to its respective Mortgage Loans (including fees any Specially Serviced Loans) for each Distribution Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii) interest or other income earned on deposits in the applicable Certificate Account and expenses the Distribution Account (but only to the extent of the Owner Trustee and the Indenture Trustee net investment earnings, if any, with respect to each such account), and, (and any custodian appointed by the Owner Trustee and the Indenture Trusteeiii) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3its respective Escrow Accounts.

Servicing Compensation. The "As compensation for its activities hereunder, the Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.22. In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the product extent permitted by Section 3.09(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.21. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges and other miscellaneous fees (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Prepayment Charges) and Deferred Balloon Payment Receivables and (y) 0.25% of ancillary income shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses Section 3.09(a)(iv) to withdraw from the Collection Account and investment expensespursuant to Section 3.21(b) on amounts on deposit in the Payahead to withdraw from any REO Account, disposition fees paid as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.10. In addition, the Servicer shall be entitled to retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Mortgage Loans serviced by it as additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "As compensation for its activities hereunder, each Servicer shall be entitled to the Servicing Fee" Fee (or, (i) for as long as Ocwen is the Servicer of the Ocwen Mortgage Loans, the Servicing Fee calculated using the Ocwen Servicing Fee Rate and (ii) for so long as GMAC is the Servicer of the GMAC Mortgage Loans, the Servicing Fee calculated using the GMAC Servicing Fee Rate) with respect to a Collection Period each Mortgage Loan serviced by it payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.23. In addition, the Servicers shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the product extent permitted by Section 3.09(a)(iii), Section 3.09(a)(vi) and out of one-twelfth amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.22. The right to receive the Servicing Fee (1/12or, (i) with respect to Ocwen, the Servicing Fee calculated using the Ocwen Servicing Fee Rate and (ii) with respect to GMAC, the Servicing Fee calculated using the GMAC Servicing Fee Rate) may not be transferred in whole or in part except in connection with the transfer of all of the sum related Servicer’s responsibilities and obligations under this Agreement to the extent permitted herein. Additional servicing compensation in the form of Ancillary Income (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables Prepayment Charges) shall be retained by the Servicers only to the extent such fees or charges are received by such Servicer. The Servicers shall also be entitled pursuant to Section 3.09(a)(iv) to withdraw from the related Collection Account and Deferred Balloon Payment Receivables and (ypursuant to Section 3.22(b) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablesto withdraw from any REO Account, in each case as of the first day of such Collection Period. As additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.10. In addition, the Servicer Servicers shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in retain or withdraw from the Payahead related Collection Account, disposition fees paid pursuant to Section 3.09(a)(x), any Prepayment Interest Excess with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Mortgage Loans serviced by it as additional servicing compensation. The Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), other than any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor REO Loans with respect to such Mortgage Loans) shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form provided by the Depositor, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form provided by the Depositor. None of the Depositor, the Trustee, the Certificate Administrator, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the product Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and Deferred Balloon Payment Receivablespaid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (vi) 100% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans and any administrative fees Serviced Companion Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans and charges Serviced Companion Loans during such Collection Period, and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee and the Master Servicer shall be entitled to the Primary Servicing Fee" with respect to a Collection Period , which shall be an amount equal payable by the Trust from amounts held in the Certificate Account (and from the Serviced Companion Loan Custodial Account to the product of one-twelfth (1/12extent related solely to the Serviced Companion Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be required to pay to the Primary Servicers the related Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicers from amounts transferred to the Master Servicer in accordance with the terms of the sum of (x) 1% Primary Servicing Agreements. The Master Servicer shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees (including, if applicable, the Master Servicer), the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer the Master Servicer or Primary Servicer (to the extent that such Person was ever the Master Servicer or a Primary Servicer), as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as the Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The Master Servicer shall also be entitled to earnings the Primary Servicing Fee, which shall be payable by the Trust from amounts held in the Certificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, provided that the Primary Servicing Fee payable to the Master Servicer shall only be collected from the Mortgage Loans set forth on Schedule V, Schedule VI and Schedule VII. (b) Additional servicing compensation in the form of application fees, assumption fees, extension fees, servicing fees, default interest (excluding default interest allocable to a Subordinate Note if the holder of such Subordinate Note has cured the related default pursuant to the terms of the related Intercreditor Agreement) payable at a rate above the Mortgage Rate (net of losses any amount used to pay Advance Interest), Modification Fees, forbearance fees, Late Fees (net of any amount used to pay Advance Interest) (excluding (A) Late Fees allocable to a Beverly Center Subordinate Note if the holder of such Beverly Center ▇▇▇▇▇▇▇nate Note has cured the related default pursuan▇ ▇▇ ▇▇e terms of the related Intercreditor Agreement and investment expenses(B) on amounts on deposit Late Fees allocable to the President Plaza B Note pursuant to the terms of the related Intercreditor Agreement), other usual and customary charges and fees actually received from Mortgagors and any other fees listed in any of the Payahead AccountPrimary Servicing Agreements, disposition all such fees paid subject to allocation pursuant to such Primary Servicing Agreements, shall be retained by the Master Servicer, provided that the Master Servicer shall be entitled to receive (i) 50% (or, with respect to Final Payment Receivables the UCMFI Loans and matters that do not require the consent of the Special Servicer, 100%) of assumption fees collected on Mortgage Loans that are not Specially Serviced Mortgage Loans as provided in Section 8.7(a), (ii) 100% of application fees, default interest (net of the default interest used to pay Advance Interest, as set forth above), forbearance fees, Late Fees (net of any administrative amount used to pay Advance Interest and excluding Late Fees allocable to a Subordinate Note, as set forth above) and Modification Fees on Mortgage Loans that are not Specially Serviced Mortgage Loans as provided in Section 8.18 hereof; and (iii) 100% of any modification or extension fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid related Mortgagor in connection with the extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18; provided, however, that the Master Servicer shall not be entitled to any such fees in connection with any Specially Serviced Mortgage Loans or deferral of payments on a Receivable (except to the "Supplemental extent, if any, that such fees have been actually allocated to the Trust and actually remitted to the Master Servicer by the related Other Master Servicer) any Non-Trust-Serviced Companion Loan and, such fees will be subject to the allocations set forth in the Primary Servicing Fee")Agreements. If the Master Servicer collects any amount payable to the Special Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the Master Servicer shall promptly remit such amount to the Special Servicer as provided in Section 5.2. The Master Servicer shall be required to pay (in the manner otherwise provided herein) all applicable expenses incurred by it in connection with its servicing activities hereunder hereunder. (c) Notwithstanding any other provision herein, the Master Servicing Fee payable to the Master Servicer for each monthly period relating to each Determination Date shall be reduced by an amount equal to the Compensating Interest (if any) relating to Mortgage Loans serviced by the Master Servicer for such Determination Date. (d) The Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans (including fees any Specially Serviced Loans) for each Distribution Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii) interest or other income earned on deposits in the Certificate Account and expenses the Distribution Account (but only to the extent of the Owner Trustee and the Indenture Trustee net investment earnings, if any, with respect to each such account), and, (and any custodian appointed by the Owner Trustee and the Indenture Trusteeiii) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related late collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, net Prepayment Interest Excesses (to the product of one-twelfth extent not required to offset Prepayment Interest Shortfalls), NSF fees, reconveyance fees and other similar fees and charges (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.11(a)(iv) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect and pursuant to Final Payment Receivables Section 3.07(e), to direct the Trustee to withdraw from the Distribution Account and any administrative fees and charges and all late payment fees actually collected remit to the Servicer (from whatever sourceexcept for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on deposits therein on its behalf. (c) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period As compensation for its activities hereunder, the Master Servicer shall be entitled to retain or withdraw from the Certificate Account an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of Master Servicing Fee; provided, that the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid Master Servicing Fee with respect to Final Payment Receivables any Distribution Date shall be reduced (i) by an amount equal to the aggregate of the Prepayment Interest Shortfalls, if any, with respect to such Distribution Date, but not below an amount equal to (a) with respect to the Mortgage Loans in Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, by not by more than one-half of the Master Servicing Fee, (b) with respect to the Mortgage Loans in Loan Group 5, by not more than one-half of the portion of the Master Servicing Fee attributable to the direct servicing of each Mortgage Loan, before reduction thereof in respect of such Prepayment Interest Shortfalls, and (ii) an amount equal to any administrative fees amount to be deposited into the Distribution Account by the Depositor pursuant to Section 2.01(a) and not so deposited. Additional servicing compensation in the form of Excess Proceeds, Prepayment Interest Excess, prepayment penalties, assumption fees, late payment charges and all late payment fees actually collected (income and gain net of any losses realized from whatever source) on Permitted Investments shall be retained by the Receivables other than fees paid Master Servicer to the extent not required to be deposited in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Certificate Account pursuant to Section 3.05 hereof. The Master Servicer shall be required to pay all expenses incurred by it in connection with its master servicing activities hereunder (including fees payment of any premiums for hazard insurance and expenses any Primary Insurance Policy and maintenance of the Owner Trustee and the Indenture Trustee (and any custodian appointed other forms of insurance coverage required by the Owner Trustee and the Indenture Trusteethis Agreement) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred reimbursement therefor except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3this Agreement.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 4.03(e). In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds to the product extent permitted by Section 3.05(a)(ii), out of one-twelfth (1/12general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.13. The right to receive the Servicing Fee may not be transferred in 122 whole or in part except in connection with the transfer of all of the sum Master Servicer's responsibilities and obligations under this Agreement. Additional servicing compensation in the form of Prepayment Interest Excess, assumption fees, late payment charges, insufficient funds fees, reconveyance fees and other similar fees and charges (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment ReceivablesMaster Servicer only to the extent such amounts, in each case as of fees or charges are received by the first day of such Collection PeriodMaster Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses and investment expensesSection 3.05(a)(vi) on amounts on deposit in to withdraw from the Payahead Collection Account, disposition fees paid with respect pursuant to Final Payment Receivables Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw from any administrative fees and charges and all late payment fees actually collected (from whatever source) REO Account, as additional servicing compensation, interest or other income earned on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")deposits therein, subject to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" , which shall be payable by the Trust from amounts held in the Collection Account (and from the related A/B Whole Loan Custodial Account to the extent related solely to a B Note and from the related Serviced Companion Loan Custodial Account to the extent related solely to a Serviced Companion Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee. The Master Servicer and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor REO Loans with respect to such Mortgage Loans) shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit N-1 hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form attached as Exhibit N-2 hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall be entitled to receive the following items as additional servicing compensation: (i) 100% of defeasance fees actually collected during the related Collection Period; (ii) (x) 50% of Unallocable Modification Fees actually collected during the related Collection Period shall be an amount equal with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the product Master Servicer is not permitted to take in the absence of one-twelfth the consent or approval (1/12or deemed consent or approval) of the sum Special Servicer under the other provisions of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables this Agreement and (y) 0.25100% of Unallocable Modification Fees actually collected during the aggregate Principal Balance related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of Deferred Payment Receivables the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and Deferred Balloon Payment Receivablespaid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iv) 100% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (v) 100% of assumption application fees collected during the related Collection Period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans; (vi) 100% of Consent Fees on Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (vii) Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans; (viii) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors under the Mortgage Loans that are not Specially Serviced Mortgage Loans; (ix) (a) 100% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is not required in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under the Mortgage Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action; (x) Interest or other income earned on deposits in the Collection Account maintained by the Master Servicer, in each case accordance with Section 5.2 (net of any investment losses with respect to the Collection Account); and (xi) After application as of the first day of such Collection Period. As additional servicing compensationset forth in Section 5.2(b), the any Excess Penalty Charges earned on Mortgage Loans that are not Specially Serviced Mortgage Loans. (c) The Master Servicer shall also be entitled to earnings additional servicing compensation of (net i) an amount equal to the excess, if any, of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid aggregate Prepayment Interest Excess collected with respect to Final Payment Receivables Mortgage Loans which are not Specially Serviced Mortgage Loans during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans during such Collection Period, and any administrative fees and charges and all late payment fees actually collected (from whatever sourceii) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. (a) The "Servicing Fee" with respect Seller, as initial Servicer, agrees that the consideration received by the Seller for the undivided ownership interests in Receivables sold by it from time to a Collection Period shall be an amount equal time to the product Co-Owner shall constitute full compensation for its servicing activities hereunder and reimbursement for its expenses as set forth in Section 6.08(b). This Section 6.08(a) shall not limit, restrict or prohibit the Seller from paying, or the Seller from charging, for the provision of one-twelfth (1/12) any services by the Seller to or for the benefit of the sum Seller so long as and provided that the same are not chargeable to the Co-Owners or any Credit Enhancement Provider under this Agreement or a Series Purchase Agreement. (b) The Servicer's expenses include the reasonable fees and disbursements of (x) 1% of the aggregate Principal Balance of independent accountants and all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensation, expenses incurred by the Servicer shall also be entitled to earnings (net of losses and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with its activities hereunder, and include all other fees and expenses relating to the extension or deferral Account Assets not expressly stated herein to be for the account of payments on a Receivable (the "Supplemental Servicing Fee")Co-Owners. The Servicer shall be required to pay such expenses for its own account, and shall not be entitled to any payment from the Co-Owners other than, in the case of a Successor Servicer, an agreed servicing fee, if any, which shall be a Pool Expense and be paid by the Servicer from Collections and Purchase Proceeds in accordance with Section 5.05(b). The Servicer will be solely responsible for all fees and expenses incurred by it or on behalf of the Servicer in connection with herewith and neither the Servicer nor the Seller will be entitled to any fee or other payment from, or claim on, any of the Custodial Property (other than, in the case of a Successor Servicer, an agreed servicing fee, if any, payable as and to the extent provided in Section 5.05(b)). (c) Subject to Section 1.11, the Custodian shall make all necessary arrangements for the reasonable compensation of the Successor Servicer (without the necessity of incurring any cost or expense on its activities hereunder own account) provided that such fee shall not exceed a monthly servicing fee equal to one twelfth of two percent per annum of the Pool Balance as of the first day of the preceding Determination Period (including fees inclusive of applicable taxes). The remuneration and expenses of the Owner Trustee Successor Servicer and the Indenture Trustee (payment of all fees and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (expenses relating to the extent Account Assets shall be satisfied from Collections. The Custodian shall not paid by such subservicer), expenses incurred in connection with distributions and reports be liable to the Certificateholders and Seller or the Noteholders, and any fees and reimbursements for expenses paid Co-Owner if it fails to Lewtan Technologies, Inc.), except expenses incurred in connection secure the services of a Successor Servicer after having complied with realizing upon Receivables under the requirements of Section 3.36.06.

Servicing Compensation. The "As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries to the product extent permitted by Section 3.11(a)(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Sections 3.26, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the sum Master Servicer’s responsibilities and obligations under this Servicing Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of assumption or modification fees, late payment charges, insufficient funds charges or otherwise (x) 1% of the aggregate Principal Balance of all Receivables subject to Section 3.24 and other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Master Servicer only to the first day of extent such Collection Periodfees or charges are received by the Master Servicer. As additional servicing compensation, the The Master Servicer shall also be entitled pursuant to earnings (net of losses Section 3.11(a)(iv) to withdraw from the Collection Account and investment expensespursuant to Section 3.23(b) on amounts on deposit in the Payahead to withdraw from any REO Account, disposition fees paid with respect as additional servicing compensation, interest or other income earned on deposits therein, subject to Final Payment Receivables Section 3.12 and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided herein in Section 8.05, the expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (shall not be entitled to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "Servicing Fee" with respect to a Collection Period shall be an amount equal to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment ReceivablesAs consideration for servicing each Serviced Loan, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer shall also be entitled to earnings receive the Set-up Fee, the Servicing Fee and Separation Fee, as applicable, for any calendar month or part thereof that such Serviced Loan remains subject to this Agreement (net of losses including during such time that the Serviced Loan is a Specially Serviced Loan or an REO Loan). Servicing Fees shall be payable monthly on the Remittance Date, and investment expensesshall be computed at the Servicing Fee Rate using the same principal balance interest accrual basis that the related interest payment on the related Serviced Loan is computed. Servicer may pay itself the Servicing Fee (including any previously owed and unpaid Servicing Fee) on each Remittance Date from amounts collected on deposit the related Serviced Loan. If Monthly Payments on a Serviced Loan are insufficient for such purposes, then (at Servicer’s option) (i) Servicer may collect any accrued Servicing Fee from late Monthly Payments on such Serviced Loan, (ii) Servicer may collect accrued Servicing Fees on any Serviced Loan from general collections on other Serviced Loans, or (iii) Owner shall pay any Servicing Fees payable to Servicer within ten (10) Business Days after Owner’s receipt of an itemized invoice therefor. As further compensation for its activities hereunder, Servicer shall be entitled to receive or retain any payments or collections received by it that are in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral nature of payments on a Receivable (the "Supplemental Additional Servicing Fee")Compensation. The Servicer shall be required to pay (without reimbursement) all overhead (such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses) incurred by it in connection with its servicing activities hereunder (including fees and expenses of the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (under this Agreement except to the extent not paid by that any such subservicer), expenses incurred cost or expense is or is deemed to be a Servicing Advance or Servicing Expense pursuant to this Agreement or as otherwise specifically provided for in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3this Agreement.

Servicing Compensation. The "As compensation for its activities hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee" Fees and Sub-Servicing Fees with respect to a Collection Period shall be an amount equal to the product of one-twelfth each Mortgage Loan (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day less any portion of such Collection Periodamounts retained by any Sub-Servicer). As additional servicing compensationIn addition, the Master Servicer shall also be entitled to earnings (net recover unpaid Master Servicing Fees and Sub-Servicing Fees out of losses and investment expenses) related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on amounts the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on deposit in the Payahead Accountrelated Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, disposition fees paid with respect the Master Servicer shall be entitled to Final Payment Receivables and retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any administrative fees and assumption fees, late payment charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses payment of the Owner Trustee premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Sub-Servicer or any subservicer (to the extent not paid retained by such subservicerit), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transformed in whole or in part except in connection with distributions the transfer of all of the Master Servicer's responsibilities and reports obligations under this Agreement. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Certificateholders and Holders of the Noteholders, and any fees and reimbursements for expenses paid Class P Certificates. The Master Servicer shall be required to Lewtan Technologies, Inc.), except pay all expenses incurred by it in connection with realizing upon Receivables its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under Section 3.3this Agreement.

Servicing Compensation. The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Trust Loan and the Companion Loans payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of extent described below, as well as reimbursement for all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablescosts or expenses incurred by it in performing its duties hereunder, in each case as case, to the extent actually received from the Loan Borrowers and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the first day Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such Collection Periodexpenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). As additional servicing compensationSo long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to earnings retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, defeasance fees, consent fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this Section 3.17), and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to retain as additional servicing compensation release fees and any income earned (net of losses and investment expensesto the extent provided in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrowers). If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Trust Loan and the Companion Loans for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). No Work-out Fee shall be payable to the Special Servicer if the Mezzanine Lender purchases the Trust Loan pursuant to the Intercreditor Agreement (so long as such purchase occurs within 90 days after notice of the applicable event giving rise to such Mezzanine Lender’s option is delivered to such Mezzanine Lender; provided that for the avoidance of doubt, if there are one or more purchase option trigger events that occur following an initial purchase option trigger event, such 90 day period shall commence on the date the first notice of the initial purchase option trigger event was given to such Mezzanine Lender). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the Loan Borrowers pursuant to Section 9.17 of the Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan Borrowers. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any Liquidated Property or the liquidation of the Whole Loan or the Notes (whether through judicial foreclosure, sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds. The Special Servicing Fee and any Liquidation Fee payable from Liquidation Proceeds (and not the Loan Borrowers) shall be payable from funds on deposit in the Payahead Account, disposition fees paid with respect Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing Loan Event shall also be entitled to Final Payment Receivables and retain as additional servicing compensation any administrative fees and charges and all late payment fees actually collected (from whatever sourceto the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the Receivables investment of funds deposited in the Foreclosed Properties Account. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Borrowers (to the extent the Loan Borrowers are required to do so under the Loan Agreement); (ii) failure of the Loan Borrowers to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2. With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates and appraisal fees or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, any Loan Borrower, any manager of the Properties, any guarantor or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or any Foreclosed Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of any Foreclosed Property, or the performance of any other special servicing duties under this Agreement, other than fees paid as expressly provided in this Section 3.17; provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees. Notwithstanding anything herein to the contrary, (i) the Servicer and the Special Servicer shall each be entitled to 50% of any Modification Fees incurred in connection with the extension of the Stated Maturity Date of the Trust Loan or deferral Companion Loans to which Special Servicer’s consent is required pursuant to clause (vii)(c) of payments on a Receivable the definition of Special Servicing Loan Event and (ii) the "Supplemental Servicing Fee"). The Special Servicer shall be required entitled to pay all expenses incurred by it 50% of any Modification Fees, assumption fees (excluding assumption application fees) or consent fees in connection with its activities hereunder (including fees and expenses of any Major Decision for which the Owner Trustee and the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.3Special Servicer’s consent is required.

Servicing Compensation. The "As compensation for its activities hereunder, Ocwen shall be entitled to the Servicing Fee" Fee with respect to a Collection Period each Ocwen Mortgage Loan payable solely from payments of interest in respect of such Ocwen Mortgage Loan, subject to Section 3.24. In addition, Ocwen shall be an amount equal entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds to the product extent permitted by Section 3.11(iii) and out of one-twelfth (1/12) amounts derived from the operation and sale of an REO Property serviced by it to the sum of (x) 1% of extent permitted by Section 3.23. Except as provided in Section 3.29 or Section 6.04, the aggregate Principal Balance right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all Receivables of Ocwen’s responsibilities and obligations under this Agreement; provided, however, that Ocwen may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02. Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges, ancillary income or otherwise (other than Deferred Payment Receivables Prepayment Charges) shall be retained by Ocwen only to the extent such fees or charges are received by Ocwen. Ocwen shall also be entitled pursuant to Section 3.11(iv) to withdraw from the Collection Account and Deferred Balloon Payment Receivables and (ypursuant to Section 3.23(b) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablesto withdraw from any REO Account, in each case as of the first day of such Collection Period. As additional servicing compensation, the Servicer interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. Ocwen shall also be entitled to earnings (net of losses receive Prepayment Interest Excess pursuant to Section 3.10 and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")Section 3.11 as additional servicing compensation. The Servicer Ocwen shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses of premiums for the Owner Trustee and the Indenture Trustee (and any custodian appointed insurance required by the Owner Trustee and the Indenture Trustee) and independent accountantsSection 3.14, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent such premiums are not paid by such subservicer), expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholdersrelated Mortgagors or by a Sub-Servicer, and any fees servicing compensation of each Sub-Servicer) and reimbursements for expenses paid shall not be entitled to Lewtan Technologies, Inc.), reimbursement therefor except expenses incurred in connection with realizing upon Receivables under Section 3.3as specifically provided herein.

Servicing Compensation. The "As compensation for its activities hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee" Fees and Sub-Servicing Fees with respect to a Collection Period shall be an amount equal to the product of one-twelfth each Mortgage Loan (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day less any portion of such Collection Periodamounts retained by any Sub-Servicer). As additional servicing compensationIn addition, the Master Servicer shall also be entitled to earnings (net recover unpaid Master Servicing Fees and Sub-Servicing Fees out of losses and investment expenses) related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub- Servicer Fees from collections on amounts the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on deposit in the Payahead Accountrelated Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, disposition fees paid with respect the Master Servicer shall be entitled to Final Payment Receivables and retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any administrative fees and assumption fees, late payment charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses payment of the Owner Trustee premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Sub-Servicer or any subservicer (to the extent not paid retained by such subservicerit), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transformed in whole or in part except in connection with distributions the transfer of all of the Master Servicer's responsibilities and reports obligations under this Agreement. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Certificateholders and Holders of the Noteholders, and any fees and reimbursements for expenses paid Class P Certificates. The Master Servicer shall be required to Lewtan Technologies, Inc.), except pay all expenses incurred by it in connection with realizing upon Receivables its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer's responsibilities and obligations under Section 3.3this Agreement.

Servicing Compensation. The "As compensation for its activities hereunder, the Master Servicer shall be entitled to withhold and retain, from deposits to the Custodial Account of amounts representing payments or recoveries of interest, the Master Servicing Fee" Fees and Sub-Servicing Fees with respect to a Collection Period shall be an amount equal to the product of one-twelfth each Mortgage Loan (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of the first day less any portion of such Collection Periodamounts retained by any Sub-Servicer). As additional servicing compensationIn addition, the Master Servicer shall also be entitled to earnings (net recover unpaid Master Servicing Fees and Sub-Servicing Fees out of losses and investment expenses) related Late Collections to the extent permitted in Section 3.11. Each Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the Sub-Servicer Fees from collections on amounts the related Mortgage Loans, or shall provide that the Sub-Servicer be paid directly by the Master Servicer from collections on deposit in the Payahead Accountrelated Mortgage Loans. To the extent the Master Servicer directly services a Mortgage Loan, disposition fees paid with respect the Master Servicer shall be entitled to Final Payment Receivables and retain the Sub-Servicing Fees for that Mortgage Loan. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any administrative fees and assumption fees, late payment charges and all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee")reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including fees and expenses payment of the Owner Trustee premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Indenture Trustee (and any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Sub-Servicer or any subservicer (to the extent not paid retained by such subservicerit), expenses incurred and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transformed in whole or in part except in connection with distributions the transfer of all of the Master Servicer’s responsibilities and reports obligations under this Agreement. The Master Servicer also shall be entitled pursuant to Section 3.11 to receive from the Custodial Account as additional servicing compensation interest or other income earned on deposits therein, subject to Section 3.23, as well as any assumption fees, late payment charges and reconveyance fees. The Master Servicer shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges shall be paid to the Certificateholders and Holders of the Noteholders, and any fees and reimbursements for expenses paid Class P Certificates. The Master Servicer shall be required to Lewtan Technologies, Inc.), except pay all expenses incurred by it in connection with realizing its servicing activities hereunder (including payment of the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13 and servicing compensation of the Sub-Servicer to the extent not retained by it), and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11. The Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement. The Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to receive, as additional servicing compensation, to the extent permitted by applicable law and the related Mortgage Notes and Mortgages, any late payment charges or late fees, demand fees, assumption fees, loan modification fees, extension fees, consent fees, beneficiary statement charges, or similar items, in each case to the extent received with respect to any Specially Serviced Mortgage Loan. Furthermore, the Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to receive, as additional servicing compensation, a Workout Fee; provided, however, that the Master Servicer, or any Special Servicer acting on its behalf, shall not enter into any workout arrangement with respect to any commercial or mixed-use loan which will result in a Workout Fee. If any Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, any right to the Workout Fee with respect to such Mortgage Loan earned in connection with the initial modification, restructuring or workout thereof shall terminate, and the Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to a new Workout Fee for such Mortgage Loan upon Receivables resolution or workout of the subsequent event of default under such Mortgage Loan. If the Master Servicer, or any Special Servicer acting on its behalf, is terminated for any reason hereunder it shall retain the right to receive any Workout Fees payable in respect of any Mortgage Loans which became Corrected Mortgage Loans during the period that it acted as Master Servicer or Special Servicer, as applicable (and the successor Master Servicer or Special Servicer, as applicable, shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fees for any such Mortgage Loan ceases to be payable in accordance with this paragraph. In addition to other servicing compensation provided for in this Agreement, and not in lieu thereof, the Master Servicer, or any Special Servicer acting on its behalf, shall be entitled to (i) the disposition fee payable out of certain Liquidation Proceeds prior to the deposit of the Liquidation Proceeds in the Custodial Account and (ii) a fee of [___]% of the unpaid balance of any Mortgage Loan or Mortgage Loan relating to any REO Property repurchased from the Trust Fund pursuant to Section 3.32.02.

Servicing Compensation. The "Servicing Fee" (a) As compensation for its activities hereunder, the Servicer shall, with respect to a each Mortgage Loan, be entitled to retain from deposits to the Collection Period Account and from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, Subsequent Recoveries and REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be an amount equal entitled to recover unpaid Servicing Fees out of related Late Collections and as otherwise permitted under Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer's responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, net Prepayment Interest Excesses (to the product of one-twelfth extent not required to offset Prepayment Interest Shortfalls), NSF fees, reconveyance fees, customary real estate referral fees and other similar fees and charges (1/12) of the sum of (x) 1% of the aggregate Principal Balance of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (yPrepayment Charges) 0.25% of shall be retained by the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as of Servicer only to the first day of extent such Collection Periodfees or charges are received by the Servicer. As additional servicing compensation, the The Servicer shall also be entitled pursuant to earnings Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.07(e), to direct the Trustee to withdraw from the Distribution Account and remit to the Servicer (net of losses and investment expenses) except for monies invested during the Trustee Float Period), as additional servicing compensation, interest or other income earned on amounts deposits therein. The Servicer shall also be entitled as additional servicing compensation, to interest or other income earned on deposit deposits in the Payahead Account, disposition fees paid Escrow Account (to the extent permitted by law and the related Mortgage Loan documents) in accordance with respect to Final Payment Receivables and any administrative fees and charges and all late payment fees actually collected Section 3.12. (from whatever sourcec) on the Receivables other than fees paid in connection with the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of the Owner Trustee and the Indenture Trustee (independent accountants and any custodian agents appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicerServicer), expenses incurred and shall not be entitled to reimbursement therefor from the Trust Fund except as specifically provided in connection with distributions and reports to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses paid to Lewtan Technologies, Inc.), except expenses incurred in connection with realizing upon Receivables under Section 3.33.11.

Servicing Compensation. The "(a) As compensation for its activities hereunder, each Master Servicer shall be entitled to the Master Servicing Fee" Fee and the General Master Servicer shall be entitled to the Primary Servicing Fee (except with respect to a Collection Period the Prudential Loans), which shall be an amount equal payable by the Trust from amounts held in the applicable Certificate Accounts (and from the Serviced Companion Loan Custodial Account, to the product of one-twelfth extent related solely to each Serviced Companion Loan) or otherwise collected from the Mortgage Loans and REO Loans as provided in Section 5.2. The General Master Servicer shall be required to pay to the Primary Servicers the related Primary Servicing Fees (1/12) except with respect to the Prudential Loans), which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicers from amounts transferred to the General Master Servicer in accordance with the terms of the sum of (x) 1% Primary Servicing Agreements. The Master Servicers shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees (including, if applicable, the applicable Master Servicer), the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer a Master Servicer or Primary Servicer (to the extent that such Person was ever a Master Servicer or a Primary Servicer), as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as a Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The General Master Servicer shall also be entitled to earnings the Primary Servicing Fee (except with respect to the Prudential Loans), which shall be payable by the Trust from amounts held in the applicable Certificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, provided that the Primary Servicing Fee payable to the General Master Servicer shall only be collected from the Mortgage Loans set forth on Schedule III and Schedule VI. (b) Additional servicing compensation in the form of assumption application fees, assumption fees, extension fees, servicing fees, default interest (excluding default interest allocable to any Serviced Companion Loan if the holder of such Serviced Companion Loan has cured the related default pursuant to the terms of the related Co-Lender Agreement) payable at a rate above the Mortgage Rate (net of losses any amount used to pay Advance Interest, Additional Trust Fund Expenses and investment expenses) on amounts on deposit in Special Servicing Fees relating to the Payahead Accountsubject Mortgage Loan (or, disposition fees paid with respect to Final Payment Receivables the Senior Mortgage Loans, the applicable Serviced Loan Group) as provided in Section 4.5), Modification Fees, forbearance fees, Late Fees (net of any amount used to pay Advance Interest), other usual and customary charges and fees actually received from Mortgagors and any administrative other fees and charges and listed in any of the Primary Servicing Agreements, all late payment such fees actually collected (from whatever source) on subject to allocation pursuant to such Primary Servicing Agreements, shall be retained by the Receivables other than fees paid applicable Master Servicer, provided that the applicable Master Servicer shall be entitled to receive such compensation as set forth in Section 5.2(a)(i). If the applicable Master Servicer collects any amount payable to the Special Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the extension or deferral of payments on a Receivable (applicable Master Servicer shall promptly remit such amount to the "Supplemental Servicing Fee")Special Servicer as provided in Section 5.2. The applicable Master Servicer shall be required to pay (in the manner otherwise provided herein) all applicable expenses incurred by it in connection with its servicing activities hereunder hereunder. (c) Notwithstanding any other provision herein, the Master Servicing Fee payable to each Master Servicer for each monthly period relating to each Determination Date shall be reduced by an amount equal to the Compensating Interest (if any) relating to Mortgage Loans serviced by such Master Servicer for such Determination Date. (d) Each Master Servicer, as applicable, shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to its respective Mortgage Loans (including fees any Specially Serviced Loans) for each Distribution Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii) interest or other income earned on deposits in the applicable Certificate Account and expenses the Distribution Account (but only to the extent of the Owner Trustee and the Indenture Trustee net investment earnings, if any, with respect to each such account), and, (and any custodian appointed by the Owner Trustee and the Indenture Trusteeiii) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3its respective Escrow Accounts.

Servicing Compensation. The "(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee" with respect , which shall be payable by the Trust from amounts held in the Certificate Account (and from the related A/B Loan Custodial Account to the extent related solely to a Collection Period B Note and from the related Serviced Companion Mortgage Loan Custodial Account to the extent related solely to a Serviced Companion Mortgage Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be an amount equal required to pay to the product of one-twelfth (1/12) Primary Servicer its Primary Servicing Fees, which shall be payable by the Trust from amounts as provided in Section 5.1(c), unless retained by the Primary Servicer from amounts transferred to the Master Servicer in accordance with the terms of the sum of (x) 1% Primary Servicing Agreement. The Master Servicer shall be required to pay to the holders of the aggregate Principal Balance rights to the Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless otherwise retained by the holders of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% such rights. Notwithstanding anything herein to the contrary, if any of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivables, in each case as holders of the first day right to receive Excess Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as applicable, for any reason, it will continue to have the right to receive its portion of such Collection Periodthe Excess Servicing Fee, and any of the holders of the right to receive Excess Servicing Fees shall have the right to assign its portion of the Excess Servicing Fee, whether or not it is then acting as Master Servicer or Primary Servicer hereunder. As additional servicing compensation, the The Master Servicer shall also be entitled to earnings the Primary Servicing Fee, which shall be payable by the Trust from amounts held in the Certificate Account (or a sub-account thereof) or otherwise collected from the Mortgage Loans as provided in Section 5.2, provided that the Primary Servicing Fee payable to the Master Servicer shall only be collected from the Mortgage Loans set forth on Schedule III, except as provided in Section 8.28(b). (b) Additional servicing compensation in the form of assumption fees, extension fees, servicing fees, default interest (excluding default interest allocable to any B Note if the holder of the B Note has cured the related default pursuant to the terms of the related Intercreditor Agreement) payable at a rate above the Mortgage Rate (net of losses any amount used to pay Advance Interest), Modification Fees, forbearance fees, Late Fees (net of Advance Interest) (excluding Late Fees allocable to any B Note if the holder of the B Note has cured the related default pursuant to the terms of the related Intercreditor Agreement) or other usual and investment expenses) on amounts on deposit in the Payahead Account, disposition fees paid with respect to Final Payment Receivables and any administrative fees and customary charges and all late payment fees actually received from Mortgagors shall be retained by the Master Servicer, provided that the Master Servicer shall be entitled to (i) receive 50% of assumption fees collected on Mortgage Loans as provided in Section 8.7(a), (ii) Modification Fees as provided in Section 8.18 hereof, and (iii) 100% of any extension fees collected from whatever source) on the Receivables other than fees paid related Mortgagor in connection with the extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18; provided, however, that the Master Servicer shall not be entitled to any such fees in connection with any Specially Serviced Mortgage Loans or deferral of payments on a Receivable (any Non-Serviced Mortgage Loan. If the "Supplemental Servicing Fee")Master Servicer collects any amount payable to the Special Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the Master Servicer shall promptly remit such amount to the Special Servicer as provided in Section 5.2. The Master Servicer shall be required to pay all applicable expenses incurred by it in connection with its servicing activities hereunder hereunder. With respect to the Mortgage Loans designated as Mortgage Loan Nos. 1-9 on the Mortgage Loan Schedule, the Master Servicer, as agent for itself as MSCII 2004-HQ4 Master Servicer, shall be entitled (including fees and expenses in addition to its entitlement to the related Master Servicing Fee) to retain each calendar month as servicing compensation an amount equal to 0.01% per annum of the Owner Trustee Scheduled Principal Balance thereof immediately before the Due Date occurring in such month (such rate to be determined in the same manner (other than the rate of the accrual) as the applicable Mortgage Rate is determined for such Mortgage Loans), such additional compensation to be considered as if it were part of the "Master Servicing Fee" for purposes of Section 8.10(c) and the Indenture Trustee definition of "Compensating Interest". In addition, the payments thereof -190- that the related Mortgagor is required to make under Section 11.24 of the related loan agreement shall be construed to be part of the related scheduled payments of interest for purposes of the application of payments and proceeds and for purposes of the definition of Servicing Transfer Event. Notwithstanding any other provision herein, with respect to any Distribution Date, the Master Servicing Fee for the monthly period relating to such Distribution Date (and together with any custodian appointed investment income earned prior to such Distribution Date on Principal Prepayments as to which Prepayment Interest Shortfalls were incurred with respect to such Distribution Date) shall be reduced by an amount equal to the Owner Trustee Compensating Interest (if any) relating to Mortgage Loans which are not Specially Serviced Mortgage Loans for such Determination Date. (c) The Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are not Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii) interest or other income earned on deposits in the Certificate Account and the Indenture TrusteeDistribution Account (but only to the extent of the net investment earnings, if any, with respect to each such account), and, (iii) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer (to the extent not paid by such subservicer), expenses incurred in connection with distributions and reports required to the Certificateholders and the Noteholders, and any fees and reimbursements for expenses be paid to Lewtan Technologiesany Mortgagor under applicable law, Inc.), except expenses incurred any interest or other income earned on deposits in connection with realizing upon Receivables under Section 3.3the Escrow Accounts.

Servicing Compensation. (a) The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Whole Loan and Foreclosed Property payable monthly out of the Collection Period Account from payments of interest on the Whole Loan or Foreclosure Proceeds allocable as interest on such Foreclosed Property, as the case may be in accordance with and subject to Section 3.4(c)(ii). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of oneany sub-twelfth servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (1/12ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the sum of (x) 1% Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the aggregate Principal Balance Servicer performing services in connection with the obligations of all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables the Servicer hereunder; and (yiv) 0.25% costs and expenses arising from the negligence, bad faith or willful misconduct of the aggregate Principal Balance of Deferred Payment Receivables Servicer in connection with its servicing obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and Deferred Balloon Payment Receivables, in each case as of the first day of such Collection Period. As additional servicing compensationis continuing, the Servicer shall also be entitled to earnings retain certain other customary charges and fees including any late payment charges (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption application fees, substitution fees, defeasance fees, Modification Fees, consent fees (subject to the fourth paragraph of this Section 3.17), loan service transaction fees, insufficient funds fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement (in each case, to the extent actually received from the Borrower), release fees and any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead Collection Account, disposition fees paid the Companion Loan Account and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement (“Additional Servicing Compensation”); provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to Final Payment Receivables the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and any administrative fees and charges until such default or Loan Event of Default has been cured and all late payment fees actually collected (from whatever source) delinquent amounts due with respect to the Whole Loan have been paid and all interest on Advances has been paid. If a Special Servicing Loan Event occurs and is continuing with respect to the Receivables other than fees paid in connection with Whole Loan, the extension or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Special Servicer shall be required entitled to pay receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in connection with its activities servicing obligations hereunder (including fees the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and expenses interest made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than at the applicable Default Rate) made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Owner Trustee and Whole Loan or a Note (whether through sale, discounted payoff or other liquidation), as to which the Indenture Trustee Special Servicer receives Net Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with (and a) a repurchase of the Trust Loan (or any custodian appointed Loan Seller’s Loan Seller Percentage Interest in the Trust Loan) by the Owner Trustee Loan Sellers pursuant to the Loan Purchase Agreement or a Companion Loan pursuant to a Companion Loan Pooling and Servicing Agreement (so long as such repurchase occurs within the Indenture Trustee90-day time period required by the Loan Purchase Agreement including any applicable extended cure periods) or (b) the sale of the Whole Loan to the Servicer, the Special Servicer, the Directing Holder or any of their affiliates pursuant to Section 3.16 hereof if such sale occurred within ninety (90) days after the transfer of the Whole Loan to the Special Servicer. The Liquidation Fee shall be payable from, and independent accountantsshall be calculated using, any subservicer, taxes imposed the related Net Liquidation Proceeds on the Whole Loan. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(c). With respect to the Whole Loan for which a Special Servicing Loan Event is continuing, the Special Servicer or shall also be entitled to retain as additional servicing compensation any subservicer late payment fees (to the extent not paid by such subservicerapplied pursuant to Section 3.4(c)), (except as otherwise provided in the Co-Lender Agreement) Default Interest (to the extent not applied pursuant to Section 3.4(c)), (except as otherwise provided in the Co-Lender Agreement) assumption fees, assumption application fees, substitution fees, Modification Fees, loan service transaction fees, consent fees (subject to the second paragraph below) and similar fees and expenses incurred to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Loan Documents or the Co-Lender Agreement or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement (“Additional Special Servicing Compensation”). Notwithstanding the foregoing, in the event that the Whole Loan has become a Specially Serviced Loan solely due to the failure to make the Balloon Payment and the Whole Loan is refinanced on or before the date that is four months after the Maturity Date, the Special Servicer shall be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower and shall not otherwise be entitled to deduct a Liquidation Fee from amounts due to the Certificateholders or the Companion Loan Holders. Notwithstanding anything herein to the contrary, with respect to the Whole Loan and any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee with respect to the Whole Loan, but not both. The Special Servicer shall also be entitled, if the Whole Loan is a Specially Serviced Loan, to 100% of the consent fees or Modification Fees, and if the Whole Loan is not a Specially Serviced Loan, 50% of the consent fees, assumption fees or Modification Fees that are paid in connection with distributions and reports a consent, assumption, transfer or modification that the Servicer is not permitted to take in the absence of the consent, assumption, transfer or approval (or deemed consent or approval) of the Special Servicer under this Agreement, in each case, to the Certificateholders extent that such consent fee, assumption fee or Modification Fee is actually collected on the Whole Loan. The Servicer and the NoteholdersSpecial Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its respective percentage interest in any fee or payment payable to such party; provided, however without the consent of the affected party, (x) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Servicer decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer. Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Borrower (to the extent the Borrower is required to do so under the Loan Agreement); (ii) failure of the Borrower to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as a Trust Fund Expense or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any fees and reimbursements for expenses paid such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to Lewtan Technologiesa successor Servicer or successor Special Servicer, Inc.)as applicable, except expenses incurred in connection with realizing upon Receivables the assumption by such successor of the duties hereunder pursuant to Section 7.2. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator Fee and the Trustee shall be entitled to the Trustee Fee. Except as otherwise provided herein (i) the Certificate Administrator’s fee includes all overhead expenses of the Certificate Administrator and the Authenticating Agent and (ii) the Trustee Fee includes all overhead expenses of the Trustee. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee and the Trustee Fee, as applicable, may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees from any Person (including, without limitation, the Trust, the Borrower, the Borrower Sponsor, any property manager or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or Foreclosed Property) in connection with the disposition or workout of the Whole Loan, the management or disposition of the Foreclosed Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.33.17 provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.

Servicing Compensation. The "Servicer shall be entitled to receive the Servicing Fee" Fee with respect to a the Mortgage Loan (including any Foreclosed Property) payable monthly from the Collection Period Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be an amount equal entitled to retain as compensation any late payment charges and certain other customary charges and fees to the product of one-twelfth (1/12) of the sum of (x) 1% of the aggregate Principal Balance of extent described below, as well as reimbursement for all Receivables other than Deferred Payment Receivables and Deferred Balloon Payment Receivables and (y) 0.25% of the aggregate Principal Balance of Deferred Payment Receivables and Deferred Balloon Payment Receivablescosts or expenses incurred by it in performing its duties hereunder, in each case as case, to the extent actually received from the Loan Borrower and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the first day Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such Collection Periodexpenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer Customary Expenses”). As additional servicing compensationSo long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to earnings retain as additional servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, substitution fees, release fees, Modification Fees, defeasance fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands and other processing fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement (and with respect to any period prior to the occurrence of a Special Servicing Loan Event, assumption fees, substitution fees, release fees, Modification Fees and consent fees, to the extent set forth in the last paragraph of this Section 3.17); provided, however, that the Servicer or Special Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Mortgage Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled to retain as additional servicing compensation release fees and any income earned (net of losses and investment expensesto the extent provided in this Agreement) on amounts on deposit the investment of funds deposited in the Payahead AccountCollection Account and any Reserve Account (to the extent not payable to the Loan Borrower). If a Special Servicing Loan Event occurs and is continuing, disposition fees paid the Special Servicer shall be entitled to receive a Special Servicing Fee (including any Foreclosed Property) with respect to Final Payment Receivables and any administrative fees and charges and the Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all late payment fees actually collected (from whatever source) on the Receivables other than fees paid in connection with the extension costs or deferral of payments on a Receivable (the "Supplemental Servicing Fee"). The Servicer shall be required to pay all expenses incurred by it in connection with performing its activities duties hereunder other than: (including fees i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Owner Trustee Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. If at any time the Mortgage Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Work-out Fee from the Loan Borrower pursuant to Section 17.6 of the Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the Indenture Trustee Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan Borrower. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any Liquidated Property or the liquidation of the Mortgage Loan or any portion thereof or the Notes (whether through judicial foreclosure, sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds. However, the Special Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) a repurchase of the Trust Loan by the Sponsor pursuant to the Loan Purchase Agreement, (ii) a sale of the Mortgage Loan or any portion thereof by the Special Servicer to an Interested Person in accordance with Section 3.16 or (iii) a purchase of the Trust Loan or a Foreclosed Property by the Controlling Class Representative or any Affiliate thereof, if such purchase occurs within 90 days after the date on which the Special Servicer first delivers to the Controlling Class Representative notice of a Loan Event of Default. For the avoidance of doubt, the intent of Section 17.6 of the Loan Agreement requires the Loan Borrower to be responsible for the payment of Liquidation Fees and the Special Servicer will be entitled to, and may collect, any Liquidation Fees payable to it from the Loan Borrower pursuant to such Section 17.6 of the Loan Agreement as would be calculated hereunder. The Liquidation Fee with respect to the Specially Serviced Loan or Foreclosed Property shall be reduced by the amount of any Modification Fees paid by or on behalf of the Loan Borrower with respect to the Specially Serviced Loan or Foreclosed Property and received by the Special Servicer as compensation, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. Notwithstanding the foregoing, if the Mortgage Loan becomes subject to a Special Servicing Event solely due to an event described in clause (iii) of the definition of “Special Servicing Loan Event” and the related Liquidation Proceeds are received within 90 days following the Stated Maturity Date as a result of the Mortgage Loan being refinanced or receipt of other final payment (other than a discounted pay-off), the Special Servicer shall not be entitled to deduct a Liquidation Fee from amounts due to the Certificateholders but may collect and retain appropriate fees from the Loan Borrower in connection with such liquidation. The Special Servicing Fee and any Liquidation Fee payable from Liquidation Proceeds (and not the Loan Borrower) shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing Loan Event shall also be entitled to retain as additional servicing compensation any custodian appointed by the Owner Trustee and the Indenture Trustee) and independent accountants, any subservicer, taxes imposed on the Servicer or any subservicer late payment fees (to the extent not paid by such subservicerapplied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, Modification Fees, defeasance fees, consent fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account (and with respect to any period prior to the occurrence of a Special Servicing Loan Event, assumption fees, substitution fees, release fees, Modification Fees and consent fees, to the extent set forth in the last paragraph of this Section 3.17(a)). Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with distributions and reports the performance of its duties hereunder unless (i) the amount of such payment to the Certificateholders Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Borrower (to the extent the Loan Borrower is required to do so under the Loan Agreement); (ii) failure of the Loan Borrower to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the NoteholdersSpecial Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance. Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any fees and reimbursements for expenses paid such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to Lewtan Technologiesa successor Servicer or successor Special Servicer, Inc.)as applicable, except expenses incurred in connection with realizing upon Receivables the assumption by such successor of the duties hereunder pursuant to Section 7.2. Midland Loan Services, a Division of PNC Bank, National Association, and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to any QIB or Institutional Accredited Investor (other than a Benefit Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit DD-1 hereto, and (iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association, and the Depositor a certificate substantially in the form attached as Exhibit DD-2 hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under Section 3.3.the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. Midland Loan Services, a Division of PNC Bank, National Association, and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank, National Association, hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchaser, the Certificate Administrator, the Trustee, the Servicer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer, the Trustee or the Certificate Administrator shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right. With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period; provided that no report regarding Disclosable Special Servicing Fees shall be required to be delivered if there are no Disclosable Special Servicing Fees for the related Collection Period. The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates and appraisal fees or as a result of any other fee-sharing