Common use of Servicing Compensation Clause in Contracts

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servi

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: : (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided ) that such transactions are Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which the consent, processing or approval of that the Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as ) relating to Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, (v) then the Master Servicer shall be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, demands and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein With respect to any of the contrarypreceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf its portion of the related Mortgagorfee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master 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 Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer Servicer, hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, , (Bii) 50100% of Excess Modification Fees related all assumption application fees and other similar items received with respect to modifications, waivers, extensions or amendments Specially Serviced Loans and 100% of any all assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related Loans to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the extent the Special Servicer processes the underlying assumption-related transaction, , (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees pursuant to Section 3.08 and Section 3.18fees, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, , (iv) 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, waiver, consent and earnout and other similar fees (other than assumption application fees and consent fees defeasance fees) pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees 3.18 received in each case with respect to all any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided Loans to the extent that such transaction qualifies as the matter involves a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the Special Servicer; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior t

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Loan, Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Co-Lender Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan) including any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans, to the extent not prohibited by the related Co-Lender Agreement and that are not Specially Serviced Mortgage Loans that do not involve a Special Servicer Major Decision or a Special Servicer Non-Major Decision and 50% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent not prohibited by the related Co-Lender Agreement and that involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the Special Servicer); (ii) 100% of all assumption application fees received on any Mortgage Loans, only for which the Master Servicer is processing the underlying assumption related transaction (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Co-Lender Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any fee actually paid by a Mortgagor in connection with the such defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and fees shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee Fees or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed fees in connection with a defeasance transaction for which the consent, processing or approval of that the Special Servicer is required entitled to under clause this Agreement); (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees, review fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, Loan to the extent not prohibited by the related Intercreditor Co-Lender Agreement), provided that such transactions qualify as Master ) which do not involve a Special Servicer Decisions, Major Decision or a Special Servicer Non-Major Decision; and (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees, review fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, Loan to the extent not prohibited by the related Intercreditor Co-Lender Agreement), provided that such transaction qualifies as ) which involve a Special Servicer Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Non-Major Decision (whether or not processed by the Special Servicer Decision on a non-Specially Serviced Servicer) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests or beneficiary statements (to the extent such beneficiary statements are prepared by the Master Servicer), fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds related to the accounts held by the Master Servicer, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Serviced Whole Loan Custodial Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. In addition, the Master Servicer shall also be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents documents, and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectivelyMortgagor. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Serviced Whole Loan Custodial Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Master Servicer Remittance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. With respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Servicing Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to on any Mortgage Loans and any related Serviced Companion Loan (to the extent not prohibited by the related Co-Lender Agreement), only for which the Special Servicer processes is processing the underlying assumption-assumption related transaction, (iii) 50100% of the portion of all assumption fees and other related fees received on any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer DecisionSpecially Serviced Mortgage Loans, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18, 3.18 or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced LoansMortgagor, and (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees 3.18 and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 050% of all assumption earnout fees, consent review fees and earnout similar fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), Loan to the extent not prohibited by the related Intercreditor Co-Lender Agreement) (excluding any Non-Serviced Mortgage Loan) that are not Specially Serviced Loans, provided Mortgage Loans that such transaction qualifies as a involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions regardless of whether the Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Servicer processes such Major Decision or Special Servicer Non-Major Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viiiB) 100% of all fees related to Major Decisions and Special Servicer Non-Major Decisions with respect to the accounts held by the Special ServicerSpecially Serviced Mortgage Loans, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d); (ii) beneficiary statement charges (to the extent such beneficiary statements are prepared by the Special Servicer); (iii) amounts collected for checks returned for insufficient funds related to the accounts held by the Special Servicer; and (iv) interest or other income earned on deposits relating to the Trust Fund in the applicable REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date). In addition, each Specific Servicer shall also be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating with respect to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) and any Serviced Companion Loan in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by defeasance fees actually collected during the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor Collection Period in connection with the defeasance of a Mortgage Loan (other than a Non-or Serviced Mortgage Whole Loan) and any related Serviced Companion Loan , if applicable (provided, howeverthat for the avoidance of doubt, that 50% of the portion of any Excess such defeasance fee shall not include any Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which the consent, processing with respect to any Major Decisions or approval of the Special Servicer is required under clause Decisions); (xiiiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (ivx) 10050% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant Excess Modification Fees actually collected during the related Collection Period related to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including and any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, paid in connection with a consent, loan service transaction and earnout fees and approval or other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided action that such transaction qualifies as is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action) and (viy) 50100% of any fees Excess Modification Fees actually collected during the related Collection Period related to Non-Specially Serviced Loans (and any related Serviced Companion Loan) and paid in connection with a consent, approval or other action that does not involve a Major Decision or Special Servicer Decision on a nonDecision; (iii) (x) 100% of assumption fees, waiver fees, loan service transaction fees, earnout fees and other similar fees collected during the related Collection Period with respect to Non-Specially Serviced Loan Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other than action that does not involve a Major Decision or a Special Servicer Decision, and (y) 50% of assumption fees, waiver fees, loan-service transaction fees, earnout fees or other similar fees and other similar items collected during the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (iv) 100% of assumption application fees, defeasance fees, liquidation fees, workout fees and other similar fees collected during the related Collection Period with respect to Serviced Mortgage Loans (and any other fees separately addressed herein). In addition, related Serviced Companion Loan) for which the Master Servicer shall be entitled to charge is processing the underlying assumption transaction (whether or not consent of the Special Servicer is required); (v) (x) 100% of consent fees on Non-Specially Serviced Loans (and retain as additional servicing compensation any related Serviced Companion Loan) in connection with a consent that does not involve a Major Decision or a Special Servicer Decision, and (y) 50% of consent fees on Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other than action); (vi) with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared accounts held by the Master Servicer, any and all amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer on all Mortgage Loans and any Serviced Companion Loan and reasonable review fees and loan service transaction fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), ; (ii) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagors to the extent such items are prepared by the master servicer; (iii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account Investment Accounts or the Companion Distribution Account Loss of Value Reserve Fund maintained by the Master Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to any such account Investment Account or Loss of Value Reserve Fund for each Collection Period and, further, in the period from and including case of the prior Distribution Date to and including the P&I Advance Date related Servicing Account, only to the current Distribution Date), (iii) extent such interest or other income earned on deposits in its Investment Accounts which are is not required by applicable law or the related Mortgage Loan to be paid to any Mortgagor under applicable law or under the Mortgagor, related Mortgage Loan) and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein The Master Servicer shall be entitled to charge and collect customary fees in connection with any review or consent granted under this Agreement. Such fees may include, but are not limited to, a review fee or an expedited processing fee, which may be retained by the contraryMaster Servicer; provided, however, that such fees shall not be deemed a substitute for or in lieu of any fee that is to be split between the Special Servicer and the Master Servicer in accordance with the allocations set forth in Section 3.11 of this Agreement. All fees shall be consistent with the Servicing Standard. With respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other than a split fee with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge or waive only its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge or waive the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge or waive its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master ▇▇▇▇▇▇▇▇ decides not to charge any fee (other than with respect to Penalty Charges), the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and retain reasonable review fees the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. For the avoidance of doubt, the Special Servicer may, in connection with a workout or other modification of a Mortgage Loan and without consent of the Master Servicer, waive any Mortgagor request or all related Penalty Charges, regardless of when they accrued. If the Special Servicer has partially waived Penalty Charges (part of which accrued prior to the extent related Servicing Transfer Event), any collections in respect of such fees are (i) Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charges to which each would otherwise have been entitled. For the avoidance of doubt, the Master Servicer shall not prohibited under the related Mortgage Loan documents, (ii) not charged charge a fee in lieu of any fee that is otherwise to be split between the master servicer Master Servicer and special servicer, and (iii) actually paid by or on behalf of the related MortgagorSpecial Servicer. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association Association, may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the any Transferable Servicing Interest to the holder of the such Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees actually collected during the related Collection Period with respect to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are or any successor REO Loan; (ii) 50% of Excess Modification Fees collected during the related Collection Period with respect to Non-Specially Serviced LoansLoans (and any related Serviced Companion Loan) in connection with a consent, provided approval or other action that such transaction qualifies as is a Major Decision or a Special Servicer Decision and (Bin each case, regardless of who processes such consent, approval or other action); (iii)(x) 0100% of all assumption fees, consent waiver fees, loan-service transaction fees, earnout fees and earnout other similar fees received collected during the related Collection Period with respect to all Mortgage Specially Serviced Loans (other than Non-Serviced Mortgage Loans, but including and any related Serviced Pari Passu Companion Loan(s), Loan to the extent not prohibited by the related Intercreditor Agreement) and (y) 50% of assumption fees, waiver fees, loan-service transaction fees and earnout fees and other similar items collected during the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (iv) 100% of assumption application fees and other similar fees collected during the related Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loan, if applicable) for which the Special Servicer is processing the underlying assumption transaction; (v)(x) 100% of consent fees on Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable), or that are Mortgages Loans that are not Specially Serviced LoansLoans in connection with a consent that involves no modification, provided waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) that such transaction qualifies as is a Master Special Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared Decision processed by the Special Servicer, Servicer and (viiy) 50% of any consent fees related to a Major Decision or Special Servicer Decision on a nonNon-Specially Serviced Loan Loans (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed hereinrelated Serviced Companion Loan) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servicon

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA)) for which it acts as a master servicer. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related MortgagorMortgagor and any related Companion Loan: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided ) that such transactions are Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Serviced Mortgage Loans that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which the consent, processing or approval of that the Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as ) relating to Master Servicer Decisions; and, for any matter for a Mortgage Loan (vincluding any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision), then the Master Servicer shall be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors demands (to the extent such beneficiary statements or demand charges were demands are prepared by the Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds with respect (relating to the accounts held by the Master Servicer Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the its Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in its Collection Account, the Collection Account Loss of Value Reserve Fund or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the its Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to For the contraryavoidance of doubt, the Master Servicer and the Special Servicer shall each be entitled to may not charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged a fee in lieu of any fee that is otherwise to be split between the master servicer Master Servicer and special servicerSpecial Servicer. Notwithstanding anything to the contrary, if either the Master Servicer or the Special Servicer has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge will be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled. With respect to any of the preceding fees (other than Penalty Charges) as to which both the Master Servicer and the Special Servicer are entitled to receive all or a portion thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce, waive or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce, waive or elect not to charge the portion of any such fee due to the other and (iiiB) actually paid by to the extent either of the Master Servicer or on behalf the Special Servicer exercises its right to reduce, waive or elect not to charge its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee (other than Penalty Charges), the Special Servicer shall nevertheless be entitled to charge its portion of the related Mortgagorfee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master 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 (other than Penalty Charges), the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer. For the avoidance of doubt, the Special Servicer may, in connection with a workout or other modification of a Mortgage Loan and without the consent of the Master Servicer, waive any or all related Penalty Charges, regardless of who is entitled to receive such payments as compensation; provided that any collections in respect of such Penalty Charges shall be shared pro rata by the Master Servicer and Special Servicer based on the respective portions of such Penalty Charges to which each would otherwise have been entitled pursuant to Section 3.11(d). Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, Association as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The No Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, , (Bii) 50100% of Excess Modification Fees related all assumption application fees and other similar items received with respect to modifications, waivers, extensions or amendments Specially Serviced Loans and 100% of any all assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related Loans to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the extent the Special Servicer processes the underlying assumption-related transaction, , (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees pursuant to Section 3.08 and Section 3.18fees, or fees in respect of other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, , (iv) 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, assumption fees and waiver, consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees and other similar fees (other than assumption application fees and defeasance fees) received in each case with respect to all any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided Loans to the extent that such transaction qualifies as the matter involves a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, , (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating funds, and (vii) 100% of charges for beneficiary statements and demand charges actually paid by the Mortgagors to the accounts held extent such beneficiary statements or demand charges are prepared by the Special Servicer, 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 Master Servicer and Special Servicer. Such additional servicing compensation shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loa

Servicing Compensation. (a) As compensation for its activities hereunder, the applicable Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA)) for which it acts as a master servicer. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the applicable Master Servicer▇▇▇▇▇▇▇▇’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the applicable Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Each Master Servicer shall be entitled to retain, and shall not be required to deposit in the its Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related MortgagorMortgagor and any related Companion Loan for which it acts as Master Servicer: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided, provided that if any such transactions are matter involves a Major Decision or Special Servicer Decision, then such Master Servicer Decisions, shall be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the such Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which that the consent, processing or approval of the applicable Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or fees in respect of other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided, provided that if any such transactions qualify as matter involves a Major Decision or Special Servicer Decision, then the applicable Master Servicer Decisions, (v) shall be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the applicable Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary demand charges actually paid by the related Mortgagors (to the extent such beneficiary statements or and demand charges were are prepared by the applicable Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds with respect (relating to the accounts held by the such applicable Master Servicer Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the its Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the applicable Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan for which it acts as Master Servicer during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein With respect to any of the contrary, preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled to receive a portion thereof, the applicable Master Servicer and the applicable 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 (A) neither the applicable Master Servicer nor the applicable Special Servicer will 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 of the applicable Master Servicer or the applicable 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 will not have any right to share in any part of the other party’s portion of such fee. If the applicable Master Servicer decides not to charge any fee, the applicable Special Servicer shall nevertheless be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf its portion of the related Mortgagorfee to which such Special Servicer would have been entitled if such Master Servicer had charged a fee and such Master Servicer will not be entitled to any of such fee charged by such Special Servicer. Similarly, if the applicable Special Servicer decides not to charge any fee, the applicable Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which such Master Servicer would have been entitled if such Special Servicer had charged a fee and such Special Servicer shall not be entitled to any portion of such fee charged by such Master Servicer. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division each of PNC Trimont LLC and National Cooperative Bank, National Association N.A. may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan)) for which it acts as Master Servicer; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The applicable Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the such Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan ServicesTrimont LLC as General Master Servicer, a Division of PNC or National Cooperative Bank, National AssociationN.A., as NCB Master Servicer Servicer, as applicable, hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the each Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The No Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Each Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of of: (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, , (Bii) 50100% of Excess Modification Fees related all assumption application fees and other similar items received with respect to modifications, waivers, extensions or amendments Specially Serviced Loans and 100% of any all assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related Loans to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the extent the applicable Special Servicer processes the underlying assumption-related transaction, , (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees pursuant to Section 3.08 and Section 3.18fees, or fees in respect of other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, , (iv) 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, assumption fees and waiver, consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees and other similar fees (other than assumption application fees and defeasance fees) received in each case with respect to all any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided Loans to the extent that such transaction qualifies as the matter involves a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, ; (vi) 100% of charges for beneficiary statements or demands and demand charges actually paid by the related Mortgagor Mortgagors to the extent such beneficiary statements or demands were demand charges are prepared by the such Special Servicer, ; and (vii) 50100% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks intended for deposit in the applicable REO Account maintained by such Special Servicer and returned for insufficient funds relating to the accounts held by the Special Servicer, and funds. Such additional servicing compensation shall be promptly paid to the each Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the applicable Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), each Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, each Special ServiServicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the applicable Special Servicer; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the applicable Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) being equal to $

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating with respect to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) and any Serviced Companion Loan in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided, provided that if any such transactions are matter involves a Major Decision or Special Servicer Decision, then the Master Servicer Decisions, shall be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which the consent, processing or approval of that the Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided, provided that if any such transactions qualify as matter involves a Major Decision or Special Servicer Decision, then the Master Servicer Decisions, (v) shall be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors demands (to the extent such beneficiary statements or demand charges were and demands are prepared by the Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds with respect (relating to the accounts held by the Master Servicer Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), ; (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein With respect to any of the contrarypreceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf its portion of the related Mortgagorfee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. Similarly, if the Special Servicer decides not to charge any fee, the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer. Notwithstanding anything herein to the contrary, Midland Loan ServicesTrimont LLC, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National AssociationTrimont LLC, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National AssociationTrimont LLC, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of of: (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, , (Bii) 50100% of Excess Modification Fees related all assumption application fees and other similar items received with respect to modifications, waivers, extensions or amendments Specially Serviced Loans and 100% of any all assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related Loans to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the extent the Special Servicer processes the underlying assumption-related transaction, , (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees pursuant to Section 3.08 and Section 3.18fees, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, , (iv) 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, assumption fees and waiver, consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees and other similar fees (other than assumption application fees and defeasance fees) received in each case with respect to all any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided Loans to the extent that such transaction qualifies as the matter involves a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, ; (vi) 100% of charges for beneficiary statements or and demands actually paid by the related Mortgagor Mortgagors to the extent such beneficiary statements or demands were are prepared by the Special Servicer, ; and (vii) 50100% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to charges collected for checks intended for deposit in the accounts held by the Special Servicer, 100% of charges applicable REO Account maintained by the Special Servicer collected for checks and returned for insufficient funds relating to the accounts held by the Special Servicer, and funds. Such additional servicing compensation shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and are actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee equal to the lesser of (i) the amount calculated with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan and (ii) $1,000,000 in the aggregate with respect to any particular workout of a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servi

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate (in accordance with the same terms of the related Mortgage Note as are applicable to the accrual of interest at the Mortgage Rate) and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occurthereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a the transfer of all of the Master Servicer’s duties 's responsibilities and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor under this Agreement. The Master Servicer shall be entitled to retainpay, and shall not be required to deposit in from its own funds, the Collection Account pursuant to Section 3.04(a), additional annual fees of each Rating Agency. Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of one-half of all assumption and modification fees paid by the following amounts Mortgagor on Mortgage Loans that are not Specially Serviced Mortgage Loans and only to the extent collected from that all amounts then due and payable with respect to the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loanincluding interest on Advances) have been paid, and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, demands and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor Mortgagor, shall be retained by the Servicer and shall not be required to deposit such amounts be deposited in the Collection Account or the Companion Distribution Certificate Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master The Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges received on the Mortgage Loans (other than Specially Serviced Mortgage Loans), but only to the extent provided in Section 3.11(d), actually paid by the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid; (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or and the Companion Distribution Account Accounts in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to each such account for the each period from and including the prior any Distribution Date to and including the immediately succeeding P&I Advance Date related to the current Distribution Date), ; and (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account Certificate Account, and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property)Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate (in accordance with the same terms of the related Mortgage Note as are applicable to the accrual of interest at the Mortgage Rate) and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loanthereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with to the provisions of extent permitted by Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s 's responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, Additional servicing compensation in the case form of the Poinciana Lakes Plaza Serviced Whole Loan, one-half of all assumption and modification fees and all extension fees received on or with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of and all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (assumption and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout extension fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor received on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), only to the extent not prohibited by actually collected from the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision Mortgagor and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), only to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees all amounts then due and any other fees separately addressed herein) and (viii) payable with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating related Mortgage Loan (including those payable to the accounts held by the Special ServicerServicer pursuant to Section 3.11(a)) have been paid, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid by ). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause or by resignation), it shall retain the right to receive any and all Workout Fees payable with respect to Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were Corrected Mortgage Loans at the time of such termination (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable in accordance with the terms hereof. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan as to which the Special Servicer receives any Liquidation Proceeds subject to the Master exceptions set forth in the definition of Liquidation Fee. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with the repurchase of any Mortgage Loan by the Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation, the purchase of any Specially Serviced Mortgage Loan by the Servicer or the Special Servicer or the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust Fund pursuant to Section 9.01. If, however, Liquidation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest on such Mortgage Loan. The Special Servicer will also be entitled to additional fees in the form of Penalty Charges on Specially Serviced Mortgage Loans (but only to the extent actually collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan (including interest on Advances) have been paid). The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are received by not payable directly out of the Certificate Account or the REO Account, and the Special Servicer. Subject Servicer shall not be entitled to Section 3.11(d), the Special Servireimbursement therefor except as expressly provided in this Agreement.

Servicing Compensation. (a) As compensation for its activities hereunderhereunder with respect to the Mortgage Loans, the Master Primary Servicer shall be entitled to receive the Servicing Fee a primary servicing fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA"Primary Servicing Fee"). As to each Mortgage Loan, Companion Loan and REO Loan, the Primary Servicing Fee shall accrue from time to time at the rate per annum as specified in Exhibit C hereof (the "Primary Servicing Fee Rate Rate") and shall be computed on the basis of the Stated Scheduled Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan (or deemed to be due due) on such REO Mortgage Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Primary Servicing Fee shall be payable monthly, on a loan-by-loan basis. With respect to the Mortgage Loans, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master the Primary Servicer shall be entitled to recover unpaid pay itself the Primary Servicing Fees in respect of Fee from actual collections on the respective Mortgage Loans. (b) The Primary Servicer shall retain all rights to the Excess Servicing Fee for the Mortgage Loans, even if (a) any Mortgage Loan, Companion Loan or REO Mortgage Loans become Specially Serviced Mortgage Loans; (b) the Primary Servicer's servicing is terminated with respect to particular Mortgage Loans or (c) the Primary Servicer is in default, is terminated or resigns under this Agreement. If the Primary Servicer is unable to deduct the Excess Servicing Fee because it no longer services a Mortgage Loan out or Mortgage Loans or for any other reason (other than transfer or assignment of that portion of related paymentsthe rights to the Excess Servicing Fee), Insurance then the Master Servicer (and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in any successor) shall cause the case of an REO Loan) allocable as recoveries of interestExcess Servicing Fee to be paid on the Mortgage Loans to the Primary Servicer, to the extent permitted of any amounts received by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. . (c) The Master Primary Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain receive as additional primary servicing compensation (other than with respect to any Non-Serviced Mortgage Loan "Additional Primary Servicing Compensation"), the percentage specified below of the income, fee or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicercharge described below, in each case only to the extent that such income, fee or charge is actually collected by the Primary Servicer from the Borrower or earned and paid by or on behalf any account: (i) 100% of the related Mortgagor and shall not be required earnings on the earnings on the Escrow Accounts (to deposit such amounts in the Collection Account or extent that the Companion Distribution Account pursuant to Primary Servicer is entitled thereto under Section 3.04(a) or Section 3.04(b3.03(e), respectively. Subject to Section 3.11(d), the Master Primary Certificate Account (to the extent that the Primary Servicer is entitled thereto under Section 3.04(e)) and, subject to the related Mortgage Loan Documents and applicable law, any other accounts held by the Primary Servicer hereunder. (ii) 50% of any fee associated with a Borrower request including but not limited to loan assumptions, modifications, waivers, consents and extensions relating to transactions not requiring Special Servicer consent pursuant to the PSA. (iii) 25% of any fee associated with a Borrower request (other than the non-refundable processing fee relating to assumptions and transfers) including but not limited to loan assumptions, modifications, waivers, consents and extensions relating to transactions requiring Special Servicer consent pursuant to the PSA. In addition, the Primary Servicer shall be entitled to any Borrower-paid administration fees associated with any Escrow Account maintained by the Primary Servicer. The Primary Servicer shall also be entitled to additional servicing compensation that portion of any late charges collected from or on behalf of any Borrower that remains after application to any advance interest due to the Trust, on a "loan-by-loan" basis, in the form of: manner set forth in clause first and clause second of Section 3.26(a) of the PSA, other than the portion thereof (iif any) Penalty Charges to which the Special Servicer is entitled as set forth in clause third of Section 3.26(a) of the PSA. With respect to the extent provided Mortgage Loans, the Primary Servicer shall not be entitled to Additional Primary Servicing Compensation in Section 3.11(d), (ii) respect of interest or other income earned on deposits relating in any account that is not maintained by the Primary Servicer. The Primary Servicer shall not be entitled to any default interest, prepayment premiums, yield maintenance charges or additional interest, including excess interest collected on any Mortgage Loan. Any fees, charges or miscellaneous collections not specified as payable to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only Primary Servicer above are payable to the extent Master Servicer. (d) Notwithstanding the preceding provisions of this Section 3.10, the Net Investment Earnings, if any, Primary Servicer shall not be entitled to any Additional Primary Servicing Compensation with respect to such account for the period from any Mortgage Loan that has become a Specially Serviced Mortgage Loan (other than interest and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other investment income earned on deposits funds in its Investment Accounts accounts maintained by the Primary Servicer) or with respect to which are not required by applicable law or the related Mortgage Loan to Primary Servicer has been terminated as Primary Servicer hereunder; provided, however, the Primary Servicer shall be paid entitled to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest PaymentsExcess Servicing Fee. The Master Primary Servicer shall be required to pay out of its own funds funds, without reimbursement therefor, all overhead and general and administrative expenses incurred by it in connection with its servicing activities hereunder hereunder, including costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses. (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and e) The fee addendum hereto as Exhibit Q (the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), "Fee Addendum") is hereby incorporated by reference as if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreementfully set forth herein. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split Any conflict between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms provisions of this Agreement and such reduction. The Master Servicer the Fee Addendum shall pay the Transferable Servicing Interest to the holder be resolved in favor of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special ServicerFee Addendum. (bf) As compensation for its activities hereunder, the Special The Primary Servicer shall be entitled to receive withdraw from the Special Primary Certificate Account and pay to itself the Primary Servicing Fee, the Excess Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Additional Primary Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed Compensation on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Primary Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, Remittance Date but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly only from the related Mortgagor) to sources of funds from which such payment may be made as specified hereunder and the extent such fees are paid by the Mortgagor Pooling and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special ServiServicing Agreement.

Servicing Compensation. (a) As compensation In consideration for its activities services hereunder, until the Master Retirement of the Securitized Utility Tariff Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the initial principal amount of the Securitized Utility Tariff Bonds for so long as Evergy Missouri West or an Affiliate of Evergy Missouri West is the Servicer or (ii) if Evergy Missouri West or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee acting at the direction of the Holders of a majority of the Securitized Utility Tariff Bonds, provided that such fee shall not exceed 0.60% of the initial principal amount of the Securitized Utility Tariff Bonds unless such higher rate is approved by the MPSC, plus, in either case, reasonable out-of-pocket administrative expenses to cover the Servicer’s incremental costs and expenses in servicing the Securitized Utility Tariff Bond. The Servicing Fee owing shall be calculated based on the initial principal amount of the Securitized Utility Tariff Bonds and shall be paid semi-annually with half of the Servicing Fee being paid on each Payment Date (provided that the first payment may be adjusted for a longer or shorter first Payment Period). The Servicer also shall be entitled to receive retain as additional compensation (i) any interest earnings on Securitized Utility Tariff Charge Payments received by the Servicing Fee with respect Servicer and invested by the Servicer during each Collection Period prior to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related remittance to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, and (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasancelate payment charges, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Customers; provided, however, that in if the event Servicer has failed to remit the Daily Remittance to the General Subaccount of any resignation or termination of Midland Loan ServicesCollection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the Securitized Utility Tariff Bonds are outstanding, a Division of PNC Bank, National Association, as then thereafter the Master Servicer, all or any portion of the Transferable Servicing Interest may Servicer will be reduced by the Trustee required to pay to the extent reasonably necessary (in Indenture Trustee interest on each Daily Remittance accrued at the sole discretion of Federal Funds Rate from the Trustee) for the Trustee Servicer Business Day on which such Daily Remittance was required to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject made to the terms of this Agreement and date that such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer Daily Remittance is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Serviceractually made. (b) As compensation for its activities hereunder, the Special Servicer The Servicing Fee set forth in Section 6.06(a) shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect paid to the related Mortgage Loan. The Special Servicing Fee shall be payable monthlyServicer by the Indenture Trustee, on a loan-by-loan basis, each Payment Date in accordance with the provisions priorities set forth in Section 8.02(e) of Section 3.05(a)the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The right to receive Any portion of the Special Servicing Fee may not paid on any such date should be transferred 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 other amounts specified in whole or in part except in connection with this Section 6.06; provided that this Section 6.06 does not relieve the transfer Indenture Trustee of all any duties it has to allocate funds for payment for such fees under Section 8.02 of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion LoanIndenture. (c) The Special Servicer foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee shall be entitled determined without regard to additional servicing compensation relating the income of the Issuer, shall not be deemed to each Mortgage Loan (other than with respect constitute distributions to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments recipient of any Specially Serviced Loansprofit, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions loss or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% capital of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, Issuer and shall be promptly paid considered an Operating Expense of the Issuer subject to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent limitations on such fees are paid by the Mortgagor and shall not be required to be deposited expenses set forth in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special ServiFinancing Order.

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including without limitation each Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA)and each REO Mortgage Loan. As to each Mortgage Loan, Companion including without limitation each Specially Serviced Mortgage Loan and each REO Mortgage Loan, the Master Servicing Fee shall accrue on the related Stated Principal Balance of such Mortgage Loan outstanding from time to time at the applicable Master Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due or deemed due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Master Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Mortgage Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occurthereof. The Master Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues Income allocable as interest on each REO Mortgage Loan and the interest portion of P&I Advances on each Mortgage Loan, and as otherwise provided by Section 3.05(a)including without limitation each REO Mortgage Loan. The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan, Companion Loan or including without limitation each REO Loan Mortgage Loan, out of that portion of related paymentsInsurance Proceeds, Insurance and Condemnation Proceeds, Liquidation Proceeds, Repurchase Proceeds and REO Revenues (in the case or payments of an REO Loan) Substitution Shortfall Amounts allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer5. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servi

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.036.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans provided that such modifications, waivers, extensions or amendments are not Major Decisions or Special Servicer Decisions (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer’s consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of any fee actually paid by a Mortgagor in connection with the all defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (fees; provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval consent of the Special Servicer is required under clause (xiiiSection 3.20(i) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must hereof shall be paid by the Master Servicer to the Special Servicer), ; (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required to take such transactions qualify as Master Servicer Decisionsactions, (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 3.20 on any Non-Specially Serviced Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies ) as a Major Decision or to which the Special Servicer Decision exercised its approval rights pursuant to Section 3.08, and (viv) 50% of any all fees related to a Major Decision or Special Servicer Decision on a nonDecisions with respect to Non-Specially Serviced Mortgage Loans and 50% of all fees related to Special Servicer Decisions processed by the Master Servicer with the prior consent of the Special Servicer as provided for in the definition of Special Servicer Decision, but only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any a Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding the foregoing, the Master Servicer shall not be entitled to any additional servicing compensation in the form of fees earned with respect to the processing of any Special Servicer Decision performed solely by the Special Servicer. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items assumption fees received with respect to on any Specially Serviced Mortgage Loans for which the Special Servicer processes the underlying assumption-related transactionLoans, (iii) 50% of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.20 and 50% of all earnout fees received on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) as to which Special Servicer exercised its approval rights pursuant to Section 3.08, (iv) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval consent of the Special Servicer is required (under Section 3.20(i) hereof, and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant related to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case Major Decisions with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision Mortgage Loans and (B) 050% of all assumption fees, consent fees and earnout fees received with respect related to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited Special Servicer Decisions processed by the related Intercreditor Agreement) that are not Specially Serviced Loans, Master Servicer with the prior consent of the Special Servicer as provided that such transaction qualifies as a Master for in the definition of Special Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) ), in each case, to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid ). In addition, the Special Servicer shall also be entitled to additional servicing compensation in the form of 100% of all fees related to the processing solely by the Special Servicer of any Special Servicer Decision and 100% of all fees related to the Master Servicer to the extent the funds are received processing solely by the Special ServicerServicer of any Major Decisions related to Specially Serviced Mortgage Loans. Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the Corrected Mortgage Loan (including any Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after te

Servicing Compensation. (a) As compensation consideration for its activities hereunderservicing the Mortgage Loans, the Master Owner shall pay the Servicer the applicable Servicing Fee and Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a Business Day, the next succeeding Business Day, an invoice setting forth the Servicing Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to the Mortgage Loans serviced by the Servicer during the preceding calendar month, and the Owner shall pay such invoice via wire transfer (in accordance with written instructions to be provided by the Servicer) no later than the related Distribution Date. With respect to amounts due to the Servicer that remain unpaid after the Distribution Date pursuant to this section, interest shall be due on such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid on the date such late payment is made and shall cover the period commencing with the day following the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive. The Servicer shall be entitled to receive the Servicing Fee with respect deduct such unpaid amounts due to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed Servicer on the basis of Remittance Date following the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided Distribution Date that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent amounts were due if Owner has not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)already made payment. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional Additional servicing compensation in the form of: (i) Penalty Charges to of Ancillary Income shall be retained by the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period Servicer to the extent not required to be paid as Compensating Interest Paymentsdeposited in the Custodial Account. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor thereof except as expressly specifically provided in this Agreementfor herein. Notwithstanding anything herein set forth in this section related to the contraryAncillary Income, the Master 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 (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Servicing Agreement, the Servicer and the Special Servicer Owner shall each be entitled use best efforts to charge and retain reasonable review fees work together in connection with any Mortgagor request good faith to the extent resolve such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee dispute within a time period that is otherwise to be split between reasonable in the master servicer and special servicer, and (iii) actually paid by or on behalf context of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion cause of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reductiondispute. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, Except in the case of a monetary error, the Poinciana Lakes Plaza Serviced Whole Loan, excluding Owner and the Poinciana Lakes Plaza Companion Loan), as Servicer shall both work together in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case may beof a monetary error, and 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 same manner as 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 is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to shall be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect late payment at an annual rate equal to the related Mortgage Loanfederal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%) but in no event greater than the maximum amount permitted by applicable law. The Special Servicing Fee Such interest shall be payable monthly, paid on a loan-by-loan basis, in accordance the date such late payment is made and shall cover the period commencing with the provisions of Section 3.05(a). The right to receive day following the Special Servicing Fee may not be transferred in whole or in part except in connection Business Day on which such payment was due and ending with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein Business Day on which such payment is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan ormade, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loanboth inclusive. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servi

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Trust Companion Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan, REO Loan and REO Trust Companion Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Trust Companion Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan, REO Loan or REO Trust Companion Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or Trust Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan, REO Loan or REO Trust Companion Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan, Trust Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan, Trust Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.036.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. In the event that the Senior Trust Advisor exercises its right to resign in the case where the only Mortgage Loan remaining in the Trust is the Mortgage Loan identified as “U-Haul Self Storage Pool 5” on the Mortgage Loan Schedule pursuant to Section 3.31(r) hereto, any Senior Trust Advisor Fee payable on the next Distribution Date and each subsequent Distribution Date shall be payable to the Master Servicer. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement), ; provided that with respect to such transactions are transactions, the consent of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or Trust Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any all defeasance fees), must be paid by the Master Servicer to the Special Servicer), ; (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan or Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required to take such transactions qualify as Master Servicer Decisions, actions and (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and Section 3.18 3.20 on any Non-Specially Serviced Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan or Trust Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s consent or approval is required on the Non- Specially Serviced Mortgage Loans and in each of clauses (i) through (iv), provided only to the extent that such transaction qualifies as a Major Decision or Special Servicer Decision all amounts then due and (vi) 50% of any fees payable with respect to the related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any a Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan or the Trust Pari Passu Companion Loan, as applicable, during the related Due Period to the extent not required to be paid as Compensating Interest Payments and (v) all Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced each Trust Subordinate Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and assumption fees and other similar items related fees received with respect to on any Specially Serviced Mortgage Loans for which the Special Servicer processes the underlying assumption-related transactionLoans, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees fees, pursuant to Section 3.08 and Section 3.18, 3.20 or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, and (v) (Aiv) 50% of all waiver fees, Excess Modification Fees and assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees 3.20 and 50% of all earnout fees received in each case with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)Loan or Trust Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer’s consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) in each of clauses (i) through (iv) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Mortgage Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan or Trust Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of suc

Servicing Compensation. Interest on Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to each Mortgage Loan (including, without limitation, each Specially Serviced Mortgage Loan, Serviced Companion Loan ) and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each such Mortgage Loan, Companion Loan and REO Loan, the Master Servicing Fee shall accrue from time to time at the applicable Master Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, same principal amount and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period number of days respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computedcomputed under the terms of the related Mortgage Note (as such terms may be changed or modified at any time following the Closing Date) and applicable law, and without giving effect to any Additional Interest that may accrue on any Hyper-Amortization Loan after its Anticipated Repayment Date. The Master Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable thereof. Earned but unpaid Master Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee Fees shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Xroceeds or Liquidation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the The right to receive the Master Servicing Fee may not be transferred in whole or in part (except in connection with a the transfer of all of the Master Servicer’s duties 's responsibilities and obligations hereunder to a successor servicer under this Agreement or except as provided in accordance with the terms hereofSection 3.22(d). With respect The Master Servicer shall, monthly out of its Master Servicing Fee, pay to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to any Sub-Servicer retained by the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion LoanSub-Servicer's sub-servicing fee (including, subject without limitation, any Primary Servicing Fee, if applicable), to the terms of extent such Sub-Servicer is entitled thereto under the related Intercreditor applicable Sub-Servicing Agreement. . (b) The Master Servicer shall be entitled to retainreceive as additional servicing compensation: (i) Default Charges, assumption fees, modification fees, charges for beneficiary statements or demands and shall not be required to deposit in the Collection Account pursuant to Section 3.04(aany similar fees (excluding Prepayment Premiums), additional servicing compensation relating to in each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts case to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of respect to a Mortgage Loan (other than that is not a Non-Specially Serviced Mortgage Loan; (ii) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or a Mortgagor with respect to any Mortgage Loan; (iii) any Prepayment Interest Excesses collected on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: Mortgage Loans; (i) Penalty Charges to the extent provided in Section 3.11(d), (iiiv) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account Certificate Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account the Certificate Account for the period from and including the prior Distribution Date to and including the P&I Advance Date related each Collection Period); and (v) to the current Distribution Date)extent not required to be paid to any Mortgagor under applicable law or under the related Mortgage, (iii) any interest or other income earned on deposits in its Investment the Servicing Accounts which are not required maintained by applicable law or the Master Servicer; provided that with respect to the items of additional servicing compensation set forth in clauses (i) and (ii) above, the Master Servicer shall, in turn, pay the amounts described therein to the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the NonSub-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period Servicer to the extent not required to be paid as Compensating Interest Paymentssuch Sub-Servicer is entitled thereto under the applicable Sub-Servicing Agreement. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers Servicer retained by it and the premiums for any blanket Insurance Policy policy insuring against hazard losses pursuant to Section 3.073.07(b)), if and to the extent such expenses are not payable directly out of the Collection Account Certificate Account, and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (bc) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any each REO Loan relating to a Non-Serviced Mortgaged Property)Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, same principal amount and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period number of days respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computedcomputed under the terms of the related Mortgage Note (as such terms may be modified at any time following the Closing Date) and applicable law, and without giving effect to any Additional Interest that may accrue on any Hyper-Amortization Loan after its Anticipated Repayment Date. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if as of the date a Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account pursuant to Section 3.05(a). As further compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Standby Fee with respect to each Mortgage Loan and each REO Loan. As to each Mortgage Loan and each REO Loan, the Standby Fee shall accrue from time to time at the Standby Fee Rate on the basis of the same principal amount and for the same number of days respecting which any related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed under the terms of the related Mortgage LoanNote (as such terms may be modified at any time following the Closing Date) and applicable law, and without giving effect to any Additional Interest that may accrue on any Hyper-Amortization Loan after its Anticipated Repayment Date. The Special Servicing Fee Standby Fees shall be payable monthly, monthly by the Master Servicer on a loan-by-loan basisbasis out of its Master Servicing Fees received with respect to each Mortgage Loan and each REO Loan. As further compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Corrected Mortgage Loan, unless the basis on which such Mortgage Loan became a Corrected Mortgage Loan was the remediation of a circumstance or condition relating to the Mortgage Loan Seller's obligation to repurchase such Mortgage Loan pursuant to Section 2.03, in which case, if such Mortgage Loan is repurchased within the ______ day period described in Section 2.03(a), no Workout Fee will be payable from or based upon the receipt of, any Purchase Price paid by the Mortgage Loan Seller in satisfaction of such repurchase obligation. Furthermore, no Workout Fees will be payable from or based upon the receipt of any Liquidation Proceeds paid by any Majority Certificateholder of the Controlling Class or the Master Servicer in connection with the purchase of all the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 hereof. As to each Corrected Mortgage Loan, subject to the exceptions provided for in the two preceding sentences, the Workout Fee shall be payable from, and shall be calculated by application of the Workout Fee Rate to, each collection of interest (other than Default Interest and, in the case of a Hyper-Amortization Loan after its Anticipated Repayment Date, Additional Interest) and principal received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if a Servicing Transfer Event occurs with respect thereto or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated other than for cause or resigns in accordance with clause (ii) of the first paragraph of Section 6.04, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were still such at the time of such termination or resignation (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Mortgage Loan ceases to be payable in accordance with the provisions preceding sentence. As further compensation for its activities hereunder, the Special Servicer shall also be entitled to receive a Liquidation Fee with respect to each Specially Serviced Mortgage Loan or REO Property as to which it receives any full or discounted payoff from the related Mortgagor or any Liquidation Proceeds (other than in connection with the purchase of any such Specially Serviced Mortgage Loan or REO Property by the Special Servicer pursuant to Section 3.05(a3.18, by the Master Servicer or the Majority Certificateholder of the Controlling Class pursuant to Section 3.18 or Section 9.01, or by the Mortgage Loan Seller pursuant to Section 2.03 within _____ days of its discovery or notice of the breach or Document Defect that gave rise to the repurchase obligation, and other than in connection with the condemnation or other governmental taking of a Mortgaged Property or REO Property). As to each such Specially Serviced Mortgage Loan or REO Property, the Liquidation Fee shall be payable from, and shall be calculated by application of the Liquidation Fee Rate to, such full or discounted payoff and/or Liquidation Proceeds (excluding any portion of such payoff and/or proceeds that represents accrued but unpaid Additional Interest with respect to a Hyper-Amortization Loan after its Anticipated Repayment Date or accrued but unpaid Default Interest); provided that no Liquidation Fee will be payable with respect to any such Specially Serviced Mortgage Loan that becomes a Corrected Mortgage Loan; and provided, further, that (without limiting the Special Servicer's right to any Workout Fee that is properly payable therefrom), no Liquidation Fee will be payable from, or based upon the receipt of, Liquidation Proceeds collected as a result of any purchase of a Specially Serviced Mortgage Loan or REO Property described in the parenthetical to the first sentence of this paragraph or in connection with a condemnation or other governmental taking of a Mortgaged Property or REO Property. Notwithstanding anything to the contrary herein, a Liquidation Fee and a Workout Fee relating to the same Mortgage Loan shall not be paid from the same proceeds on or with respect to such Mortgage Loan. The Special Servicer's right to receive the Special Servicing Fee, the Standby Fee, the Workout Fee and/or the Liquidation Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s 's responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (cd) The Special Servicer shall be entitled to receive as additional special servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of compensation: (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of the extent allocable to the period when any Mortgage Loan is a Specially Serviced LoansMortgage Loan or to the extent allocable to an REO Loan, any Net Default Charges actually collected on such Mortgage Loan or REO Loan, as the case may be, and (B) 50% of Excess Modification Fees related assumption fees, modification fees, charges for beneficiary statements or demands and any similar fees (excluding Prepayment Premiums) actually collected on or with respect to modifications, waivers, extensions or amendments of any Specially Serviced Mortgage Loans or REO Loans; and (ii) interest or other than Non-Serviced Mortgage Loansincome earned on deposits in the REO Account, if established, in accordance with Section 3.06(b) and Serviced Companion Loans that (but only to the extent of the Net Investment Earnings, if any, with respect to the REO Account for each Collection Period). To the extent the amounts described in clause (i)(B) of the preceding paragraph are Non-Specially Serviced Loanscollected by the Master Servicer, provided that the Master Servicer shall promptly pay such transaction qualifies as a Major Decision or a amounts to the Special Servicer Decisionand shall not be required to deposit such amounts in the Certificate Account pursuant to Section 3.04(a). Additional servicing compensation to which the Master Servicer (or, if so provided by the applicable Sub-Servicing Agreement, any Sub-Servicer retained thereby) is entitled pursuant to Section 3.11(b) in the form of assumption fees, modification fees, charges for beneficiary statements or demands and any similar fees (Cexcluding Prepayment Premiums) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any collected by the Special Servicer on Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Mortgage Loans or REO Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% or in the form of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer amounts collected for checks returned for insufficient funds relating with respect to any Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans), shall be paid promptly to the accounts held Master Servicer by the Special Servicer. The Special Servicer shall be required to pay out of its own funds all overhead, general and administrative expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any Sub-Servicers retained by it and the premiums for any blanket policy obtained by it insuring against hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses are not payable directly out of the Certificate Account or the REO Account and the Master Servicer is not required to advance such expenses at the direction of the Special Servicer, and shall be promptly paid to the Special Servicer shall not be entitled to reimbursement except as expressly provided in this Agreement. (e) If the Master Servicer or Special Servicer is required under this Agreement to make a Servicing Advance, but neither does so within 15 days after such Servicing Advance is required to be made, the Trustee shall, if it has actual knowledge of such failure on the part of the Master Servicer or Special Servicer, as the case may be, give notice of such failure, as applicable, to the Master Servicer and/or the Special Servicer. If such Servicing Advance is not made by the Master Servicer or the Special Servicer within one Business Day after such notice then (or directly from subject to Section 3.11(g) below), the related Mortgagor) to the extent Trustee shall make such fees are paid Servicing Advance. Any failure by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) Master Servicer or paid by the Special Servicer to make a Servicing Advance it is required to make hereunder shall constitute an Event of Default by the Master Servicer or the Special Servicer, as the case may be, subject to and as provided in Section 7.01(a). (f) As and to the extent the funds are received permitted by the Special Servicer. Subject to Section 3.11(d3.05(a), the Master Servicer, the Special ServiServicer (to the extent it has not already been reimbursed for any such Servicing Advance by the Master Servicer) and the Trustee shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, accrued on the amount of each Servicing Advance made thereby (out of its own funds) for so long as such Servicing Advance is outstanding, and such interest will be paid: first, out of any Default Charges collected on or in respect of the related Mortgage Loan during, and allocable to, the period, if any, that it was a Specially Serviced Mortgage Loan or an REO Loan; and second, at any time coinciding with or following the reimbursement of such Servicing Advance, out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account. As and to the extent provided in Sections 3.03(a) and 3.05(a), the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as appropriate, for any Servicing Advance made thereby as soon as practicable after funds available for such purpose are(deposited in the Certificate Account or a Servicing Account. (g) Notwithstanding anything to the contrary set forth herein, none of the Master Servicer, the Special Servicer or the Trustee, shall be required to make any Servicing Advance (including, without limitation, an Emergency Advance) that it determines in its reasonable, good faith judgment would constitute a Nonrecoverable Servicing Advance. In addition, Nonrecoverable Servicing Advances shall be reimbursable pursuant to Section 3.05(a)(vii) out of general collections on the Mortgage Pool on depo

Servicing Compensation. (a) As compensation for its activities hereunder, the applicable Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the applicable Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the applicable Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Each Master Servicer shall be entitled to retain, and shall not be required to deposit in the its Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: Mortgagor relating to a Mortgage Loan and any related Serviced Companion Loan for which it acts as Master Servicer: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided ) that such transactions are Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision, then such Master Servicer will be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Serviced Mortgage Loans that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the such Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which that the consent, processing or approval of the applicable Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consentconsent and earnout fees, loan service transaction and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as ) relating to Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision, (v) then the applicable Master Servicer will be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the applicable Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors demands to the extent such beneficiary statements or demand charges were demands are prepared by the applicable Master ServicerServicer and other customary charges, amounts collected for checks returned for insufficient funds with respect (relating to the accounts held by the such applicable Master Servicer Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the its Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the applicable Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the its Collection Account Account, Loss of Value Reserve Fund or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan for which it acts as Master Servicer, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the The applicable Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review collect customary fees in connection with any Mortgagor request to the extent review or consent granted under this Agreement. Such fees may include, but are not limited to, a review fee or an expedited processing fee, which may be retained by such Master Servicer; provided, however, that such fees are (i) will not prohibited under the related Mortgage Loan documents, (ii) not charged be deemed a substitute for or in lieu of any fee that is otherwise to be split between the master servicer applicable Special Servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The applicable Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions allocations set forth hereunder. All fees shall be consistent with the Servicing Standard. With respect to any of Section 3.05(a). The the preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled to receive a portion thereof, the applicable Master Servicer and the applicable 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 (A) neither the applicable Master Servicer nor the applicable Special Servicer will have the right to receive reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either of the applicable Master Servicer or the applicable Special Servicing Fee may 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 will not have any right to share in any part of the other party’s portion of such fee. If the applicable Master Servicer decides not to charge any fee, the applicable Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which such Special Servicer would have been entitled if such Master Servicer had charged a fee and such Master Servicer will not be transferred in whole or in part except in connection with entitled to any of such fee charged by such Special Servicer. Similarly, if the transfer of all applicable Special Servicer decides not to charge any fee, the applicable Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which such Master Servicer would have been entitled if such Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into Servicer had charged a fee sharing agreement with the Directing Certificateholder or any other party. The and such Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan orportion of such fee charged by such Master Servicer. Notwithstanding the foregoing, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The applicable Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modificationsmay, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which workout or other modification of a Mortgage Loan and without the consent, processing or approval consent of the applicable Master Servicer, waive any or all related Penalty Charges, regardless of who is entitled to receive such payments as compensation; provided, that any Penalty Charges actually collected and available as additional servicing compensation after application of the terms of Section 3.11(d) shall be shared pro rata by the applicable Master Servicer and the applicable Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement based on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% respective portions of all waiver fees, assumption fees and consent fees pursuant such Penalty Charges to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in which each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Serviwould otherwise have been entitled.

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA)) for which it acts as a master servicer. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related MortgagorMortgagor and any related Companion Loan: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided ) that such transactions are Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which the consent, processing or approval of that the Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as ) relating to Master Servicer Decisions; provided, that if any such matter involves a Major Decision (v) regardless of whether it relates to a Master Servicer Decision), then the Master Servicer shall be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors demands (to the extent such beneficiary statements or demand charges were demands are prepared by the Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds with respect (relating to the accounts held by the Master Servicer Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the its Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the its Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein With respect to any of the contrarypreceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce, waive or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce, waive or elect not to charge the portion of any such fee due to the other and (B) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce, waive or elect not to charge its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and retain reasonable review fees the Master 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 Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer. For the avoidance of doubt, the Special Servicer may, in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related a workout or other modification of a Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between and without the master servicer and special servicer, and (iii) actually paid by or on behalf consent of the Master Servicer, waive any or all related MortgagorPenalty Charges, regardless of who is entitled to receive such payments as compensation; provided that any collections in respect of such Penalty Charges shall be shared pro rata based on the respective portions of such Penalty Charges to which each would otherwise have been entitled pursuant to Section 3.11(d). Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association Trimont LLC may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, Trimont LLC as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The No Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, , (Bii) 50100% of Excess Modification Fees related all assumption application fees and other similar items received with respect to modifications, waivers, extensions or amendments Specially Serviced Loans and 100% of any all assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related Loans to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the extent the Special Servicer processes the underlying assumption-related transaction, , (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees pursuant to Section 3.08 and Section 3.18fees, or fees in respect of other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, , (iv) 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, assumption fees and waiver, consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees and other similar fees (other than assumption application fees and defeasance fees) received in each case with respect to all any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by that the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as matter involves a Master Servicer Major Decision, , (vi) 100% of charges for beneficiary statements or demands and demand charges actually paid by the related Mortgagor Mortgagors to the extent such beneficiary statements or demands were demand charges are prepared by the Special Servicer, and (vii) 50100% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks intended for deposit in the applicable REO Account maintained by the such Special Servicer and returned for insufficient funds relating to the accounts held by the Special Servicer, and funds. shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the Special Servicer; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.036.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer’s consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required)) and 100% of all defeasance fees, (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required to take such transactions qualify as Master Servicer Decisionsactions, and (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and Section 3.18 3.20 on any Non-Specially Serviced Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision ) for which the Special Servicer’s consent or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision approval is required on a nonthe Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any a Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items assumption fees received with respect to on any Specially Serviced Mortgage Loans for which the Special Servicer processes the underlying assumption-related transactionLoans, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees fees, pursuant to Section 3.08 and Section 3.18, 3.20 or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, and (v) (Aiv) 50% of all waiver fees, Excess Modification Fees and assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees 3.20 and 50% of all earnout fees received in each case with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loansand, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of in all assumption feescases, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer’s consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the Corrected Mortgage Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay

Servicing Compensation. (a) As compensation consideration for its activities hereunderservicing the Collateral Interests and Commercial Real Estate Loans subject to this Agreement, the Master Servicer shall be entitled to receive the a Servicing Fee with respect for each Collateral Interest and each Companion Participation related to each Mortgage a Serviced Commercial Real Estate Loan (including without limitation a Specially Serviced Loan, Serviced Companion a REO Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) Collateral Interest (including Specially Serviced Loans and the Issuer’s interest in any REO Property related to a Non-Serviced Mortgage Loan constituting Collateral Interest)) remaining subject to this Agreement during any calendar month or part thereof; provided that any Servicing Fee payable in respect of a “specially serviced loan” under Companion Participation and the related Companion Participation Holder’s interest in any related Non-Serviced PSA)REO Property shall only be paid from collections in respect of the related Commercial Real Estate Loan that are allocated to such Companion Participation. As to each Mortgage Loan, Companion Loan and REO Loan, the The Servicing Fee shall accrue from time be payable monthly on the Remittance Date (or earlier pursuant to time at the Servicing Fee Rate related Participation Agreement) of each month and shall be computed on the basis of the Stated Principal Balance outstanding principal balance of such Mortgage Loan, the related Collateral Interest or on the Companion Loan or REO Loan, Participation as of the case may be, and first Business Day following the Determination Date in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial immediately preceding calendar month interest payment, and for the same period respecting with respect to which any related interest payment due on such Mortgage Loan the related Collateral Interest or on the Companion Loan Participation or deemed to be due distribution on such REO Loan the related Collateral Interest or on the Companion Participation is computed. The Servicer may pay itself the Servicing Fee with respect to any Mortgage Loan, Companion Loan on the Remittance Date (or REO Loan shall cease to accrue if a Liquidation Event occurs with respect earlier pursuant to the related Mortgage LoanParticipation Agreement) of each month from amounts on deposit in the Collection Account or the Participated Loan Collection Account, except as applicable, or such other funds permitted under the related Participation Agreement. To the extent that if such Mortgage amounts on deposit in the Collection Account or the Participated Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues Collection Account, as applicable, on the Remittance Date are insufficient to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then pay the applicable Servicing Fee shall continue allocated to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion any Commercial Real Estate Loan and REO Revenues allocable as interest on each or related REO Loan, and as otherwise provided by Section 3.05(a)the Issuer shall pay any such shortfall to the Servicer within ten (10) Business Days after the Issuer’s receipt of an itemized invoice therefor. The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with (i) delegation in respect of servicing of a Commercial Real Estate Loan in respect of which there is a Companion Participation to a sub-servicer, which sub-servicer or an affiliate of such sub-servicer is also the servicer under the related A-1 Participation Servicing Agreement, or (ii) the transfer of all of the Master Servicer’s duties responsibilities and obligations hereunder under and as permitted pursuant to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loanthis Agreement. (b) As further compensation for its activities hereunder, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account or the Participated Loan Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer3.03, amounts collected for checks returned for insufficient funds constituting Additional Servicing Compensation with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(aCommercial Real Estate Loans. (c) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out all expenses related to the Servicer’s internal costs, consisting of its own funds all overhead and employee costs and expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor thereof except as expressly specifically provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerherein. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servi

Servicing Compensation. (a) As compensation In consideration for its activities services hereunder, until the Master Collection in Full of the Charges, the Servicer shall be entitled receive an annual fee (the “Servicing Fee”) in an amount equal to receive (i) 0.05% of the Servicing Fee with respect to each Mortgage Loanaggregate initial principal amount of all Deferred Fuel Cost Bonds plus reimbursable expenses for so long as VEPCO or an Affiliate of VEPCO is the Servicer or (ii) if VEPCO or any of its Affiliates is not the Servicer, Serviced Companion Loan an amount agreed upon by the Successor Servicer and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage LoanIndenture Trustee, Companion Loan and REO Loan, provided that the annual Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis not exceed 0.60% of the Stated Principal Balance aggregate initial principal amount of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computedall Deferred Fuel Cost Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Deferred Fuel Cost Bonds and shall be paid semi-annually, with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to half of the related Mortgage LoanServicing Fee being paid on each Payment Date, except that if such Mortgage Loan is part the amount of a Serviced Whole Loan and such Serviced Whole Loan continues the fee to be serviced and administered under paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement notwithstanding has been in effect as of such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occurdate. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to retain as additional servicing compensation in the form of: (i) Penalty Charges any interest earnings on Deferred Fuel Cost Charge Collections received by the Servicer and invested by the Servicer prior to remittance to the extent provided in Section 3.11(d), Collection Account and (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earningsall late payment charges, if any, with respect collected from Customers; provided, however, that if the Servicer fails to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such account for payment is to be made pursuant to Section 6.11 on more than 5 occasions during the period from and including that the prior Distribution Date to and including Deferred Fuel Cost Bonds are Outstanding, then thereafter the P&I Advance Date related Servicer shall pay to the current Distribution Date), (iii) Indenture Trustee interest or other income earned accrued at the Federal Funds Rate on deposits in its Investment Accounts each Daily Remittance from the Servicer Business Day on which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid as Compensating Interest Paymentsfor by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents (“Reimbursable Expenses”). The Master Except for such Reimbursable Expenses, the Servicer shall be required to pay out of its own funds all other costs and expenses incurred by it the Servicer in connection with performing its servicing activities hereunder (includingbut, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, excluding any such costs and expenses incurred by the Master Servicer may not charge a fee in lieu of any fee that its capacity as Administrator to the extent the Servicer is otherwise to be split between the Master Servicer and Special Servicerthen serving as Administrator). (b) As compensation for its activities hereunder, the Special Servicer The Servicing Fee set forth in Section 6.06(a) shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect paid to the related Mortgage Loan. The Special Servicing Fee shall be payable monthlyServicer by the Indenture Trustee, on a loan-by-loan basis, each Payment Date in accordance with the provisions priorities set forth in Section 8.02(e) of Section 3.05(a)the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. The right to receive Any portion of the Special Servicing Fee may not paid on any such date shall be transferred 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 other amounts specified in whole or in part except in connection with this Section 6.06; provided, that this Section 6.06 does not relieve the transfer Indenture Trustee of all any duties it has to allocate funds for payment for such fees under Section 8.02 of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion LoanIndenture. (c) The Special Servicer and the Issuer acknowledge and agree that the Deferred Fuel Cost Charge Collections on some days might exceed the Servicer’s deemed collections, and that the Deferred Fuel Cost Charge 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 are 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 based on the Collection Lag, as provided for herein, the Servicer and the Issuer agree that no actual or deemed investment earnings shall be entitled payable in respect of such over-remittances or under-remittances. (d) The Issuer and the Servicer acknowledge and agree that the foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to additional servicing compensation relating be performed by the Servicer. Such Servicing Fee shall be determined without regard to each Mortgage Loan (other than with respect the income of the Issuer, shall not be deemed to a Non-Serviced Mortgage Loan) in constitute distributions to the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments recipient of any Specially Serviced Loansprofit, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions loss or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% capital of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, Issuer and shall be promptly paid considered a fixed Operating Expense of the Issuer subject to any limitations on such expenses set forth in the Special Servicer Financing Order. (e) Any services required for or contemplated by the Master Servicer (or directly from performance of the related Mortgagor) to the extent such fees are paid above-referenced services by the Mortgagor and shall not be required Servicer to be deposited in provided by unaffiliated third parties may, if provided for or otherwise contemplated by the Collection Account pursuant to Section 3.04(aFinancing Order and if the Issuer deems it necessary or appropriate, be arranged by the Issuer or by the Servicer at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Special Servicer and reimbursed by the Issuer in accordance with Section 6.06(a), or otherwise as the Servicer and the Issuer may mutually arrange. It is expressly acknowledged that the payment of fees to the Master Rating Agencies shall be at the expense of the Issuer and that, if the Servicer advances such payments to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d)Rating Agencies, the Special ServiIssuer shall reimburse the Servicer for any such advances.

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: Mortgagor relating to a Mortgage Loan and any related Serviced Companion Loan: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided ) that such transactions are Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Serviced Mortgage Loans that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which the consent, processing or approval of that the Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as ) relating to Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, (v) then the Master Servicer will be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors demands (to the extent such beneficiary statements or demand charges were demands are prepared by the Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds with respect (relating to the accounts held by the Master Servicer Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan during the related Collection Period Period, to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, if either the Master Servicer or the Special Servicer has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge will be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled. With respect to any of the preceding fees (other than Penalty Charges) as to which both the Master Servicer and the Special Servicer are entitled to receive all or a portion thereof, the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce, waive or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce, waive or elect not to charge the portion of any such fee due to the other and (B) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce, waive or elect not to charge its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee (other than Penalty Charges), the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and retain reasonable review fees the Master 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 (other than Penalty Charges), the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer. For the avoidance of doubt, the Special Servicer may, in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related a workout or other modification of a Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between and without the master servicer and special servicer, and (iii) actually paid by or on behalf consent of the Master Servicer, waive any or all related MortgagorPenalty Charges, regardless of who is entitled to receive such payments as compensation; provided that any collections in respect of such Penalty Charges allocated to additional servicing compensation will be shared pro rata by the Master Servicer and Special Servicer based on the respective portions of such Penalty Charges to which each would otherwise have been entitled pursuant to Section 3.11(d). Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer Servicer, hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of of: (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, ; (ii) 100% of assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption application fees and other similar items received with respect to Serviced Mortgage Loans for which and Serviced Companion Loans that are Non-Specially Serviced Loans to the extent the Special Servicer processes the underlying assumption-related transaction, ; (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees pursuant to Section 3.08 and Section 3.18, or fees in respect of other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, ; (iv) 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans; (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, assumption fees and waiver, consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees and other similar fees (other than assumption application fees and defeasance fees) received in each case with respect to all any Serviced Mortgage Loans (other than Non-or Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) Loans that are Non-Specially Serviced Loans, provided Loans to the extent that such transaction qualifies as the matter involves a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, ; (vi) 100% of charges for beneficiary statements or demands and demand charges actually paid by the related Mortgagor Mortgagors to the extent such beneficiary statements or demands were demand charges are prepared by the Special Servicer, ; and (vii) 50100% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to charges collected for checks intended for deposit in the accounts held by the Special Servicer, 100% of charges applicable REO Account maintained by the Special Servicer collected for checks and returned for insufficient funds relating to the accounts held by the Special Servicer, and funds. Such additional servicing compensation shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Worko

Servicing Compensation. (a) As compensation for its activities services hereunder, the Master Servicer shall be entitled to receive the fees specified in the Servicing Fee with respect Schedule detailed on Exhibit D to each Mortgage Loanthis Agreement. Such fees shall be payable monthly by Servicer’s debit of such fees from the Custodial Account. Notwithstanding anything in this Agreement to the contrary, Serviced Companion Loan and REO Loan (other than if the portion Servicer is unable to withdraw the full amount of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Custodial Account in any month, then the outstanding amount of the Servicing Fee Rate and due to the Servicer shall be computed on due and payable by the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect Owner to the Servicer in immediately available funds and the related Mortgage Loan, except that if Owner shall pay the Servicer such Mortgage Loan is part outstanding amount within twenty (20) Business Days of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occurpresentation of an invoice therefor. The Servicing Fee All servicing compensation shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loanin arrears, and as otherwise provided by Section 3.05(a). The Master Servicer all servicing compensation shall be entitled to recover unpaid Servicing Fees in respect of fully earned if the Mortgage Loan is serviced for any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, month and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision prorated on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)per diem basis. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional Additional servicing compensation in the form of: (i) Penalty Charges to of Ancillary Income shall be retained by the extent Servicer. Except as specifically provided in Section 3.11(d)for herein, (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due other than Servicing Advances or Expenses) and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided thereof. If a Mortgage Loan transitions into a different category for purposes of the Servicing Fee during a month, the Servicing Fee will be based on the status of the Mortgage Loan at the end of such month (based on the MBA Methodology) (or the end of the prior month if the Mortgage Loan is liquidated, paid in full, or transferred out during the month). Notwithstanding anything set forth to the contrary in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer parties hereby acknowledge and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documentsagree that, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest delinquency status with respect to any Mortgage Loan determining the Servicer’s compensation and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive determined using the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion LoanMBA Methodology. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servi

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such the Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.036.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer’s consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required)) and all defeasance fees, (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)Mortgage Loans, provided that the consent of the Special Servicer is not required to take such transactions qualify as Master Servicer Decisionsactions, and (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 3.20 on any Mortgage Loan (other than a the Non-Specially Serviced Loan) (including any related Mortgage Loans for which the Special Servicer’s consent or approval is required on the Non-Specially Serviced Companion Loan, Mortgage Loans and only to the extent not prohibited by that all amounts then due and payable with respect to the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any a Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items assumption fees received with respect to on any Specially Serviced Mortgage Loans for which the Special Servicer processes the underlying assumption(other than a Non-Serviced Mortgage Loan and any successor REO Loan related transaction, thereto) and (iii) 50% of the portion of any all Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees 3.20 and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 050% of all assumption fees, consent fees and earnout fees received with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loansand, but including any related Serviced Pari Passu Companion Loan(s)in all cases, to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer’s consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the Corrected Mortgage Loan that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on the related Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Certificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (d) In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the appl

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such the Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.036.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced the Legacy Place Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced the Legacy Place Pari Passu Companion Loan, subject to the terms of the related Legacy Place Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)Mortgage Loans, provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer’s consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required)) and all defeasance fees, (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)Mortgage Loans, provided that the consent of the Special Servicer is not required to take such transactions qualify as Master Servicer Decisionsactions, and (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 3.20 on any Mortgage Loan (other than a the Non-Specially Serviced Loan) (including any related Mortgage Loans for which the Special Servicer’s consent or approval is required on the Non-Specially Serviced Companion Loan, Mortgage Loans and only to the extent not prohibited by that all amounts then due and payable with respect to the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any a Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items assumption fees received with respect to on any Specially Serviced Mortgage Loans for which the Special Servicer processes the underlying assumption(other than a Non-Serviced Mortgage Loan and any successor REO Loan related transaction, thereto) and (iii) 50% of the portion of any all Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees 3.20 and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 050% of all assumption fees, consent fees and earnout fees received with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loansand, but including any related Serviced Pari Passu Companion Loan(s)in all cases, to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer’s consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the Corrected Mortgage Loan that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Certificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (d) In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to r

Servicing Compensation. (a) As compensation for its activities hereunder, the applicable Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the applicable Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the applicable Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Each Master Servicer shall be entitled to retain, and shall not be required to deposit in the its Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: Mortgagor relating to a Mortgage Loan and any related Serviced Companion Loan for which it acts as Master Servicer: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided ) that such transactions are Master Servicer Decisions; provided, that if any such matter involves a Major Decision (regardless of whether it relates to a Master Servicer Decision), then such Master Servicer will be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Serviced Mortgage Loans that are Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the such Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and shall not include any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which that the consent, processing or approval of the applicable Special Servicer is required entitled to under clause this Agreement); and (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as ) relating to Master Servicer Decisions; provided, that if any such matter involves a Major Decision (v) regardless of whether it relates to a Master Servicer Decision), then such Master Servicer will be entitled to 50% of all Excess Modification Fees and such assumption, waiver, consent, loan service transaction consent and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the applicable Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors demands (to the extent such beneficiary statements or demand charges were demands are prepared by the applicable Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds with respect (relating to the accounts held by the such applicable Master Servicer Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the its Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the applicable Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan for which it acts as Master Servicer during the related Collection Period Period, to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein With respect to any of the contrary, preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled to receive all or a portion thereof, the applicable Master Servicer and the applicable Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce, waive or elect not to charge its respective portion of such fee; provided, that (A) neither the applicable Master Servicer nor the applicable Special Servicer will have the right to reduce, waive or elect not to charge the portion of any such fee due to the other and (B) to the extent either of the applicable Master Servicer or the applicable Special Servicer exercises its right to reduce, waive or elect not to charge its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the applicable Master Servicer decides not to charge any fee, the applicable Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which such Special Servicer would have been entitled if such Master Servicer had charged a fee and retain reasonable review fees such Master Servicer will not be entitled to any of such fee charged by such Special Servicer. Similarly, if the applicable Special Servicer decides not to charge any fee, the applicable Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which such Master Servicer would have been entitled if such Special Servicer had charged a fee and such Special Servicer shall not be entitled to any portion of such fee charged by such Master Servicer. For the avoidance of doubt, the applicable Special Servicer may, in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related a workout or other modification of a Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between and without the master servicer and special servicer, and (iii) actually paid by or on behalf consent of the applicable Master Servicer, waive any or all related MortgagorPenalty Charges, regardless of who is entitled to receive such payments as compensation; provided that any collections in respect of such Penalty Charges allocated to additional servicing compensation will be shared pro rata by the applicable Master Servicer and applicable Special Servicer based on the respective portions of such Penalty Charges to which each would otherwise have been entitled. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association Trimont LLC may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)) for which it acts as Master Servicer; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The applicable Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the such Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National AssociationTrimont LLC, as Master Servicer Servicer, hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the each Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The No Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Each Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-each Serviced Mortgage Loan) Loan and Serviced Companion Loan for which it acts as special servicer or performs duties in the form of of: (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions Loans whether or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-not such fees become due while such loan is Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Corrected Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, ; (ii) 100% of assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption application fees and other similar items received with respect to Serviced Mortgage Loans for which and Serviced Companion Loans that are Non-Specially Serviced Loans to the extent the applicable Special Servicer processes the underlying assumption-related transaction, ; (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the any Specially Serviced Loans Loan or certain other similar fees paid by the related Mortgagor on Mortgagor; (iv) 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, ; (v) (A) 50% of all waiver feesExcess Modification Fees and assumption, assumption fees and waiver, consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees and other similar fees (other than assumption application fees and defeasance fees) received in each case with respect to all any Serviced Mortgage Loans (other than Non-or Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) Loans that are Non-Specially Serviced Loans, provided Loans to the extent that such transaction qualifies as the matter involves a Major Decision or any other action requiring the consent (or deemed consent) of a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, special servicer; (vi) 100% of charges for beneficiary statements or demands and demand charges actually paid by the related Mortgagor Mortgagors to the extent such beneficiary statements or demands were demand charges are prepared by the such Special Servicer, ; (vii) 50100% of any fees related to a Major Decision or charges collected for checks intended for deposit in the accounts maintained by such Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and returned for insufficient funds; and (viii) with respect Penalty Charges to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and extent provided in Section 3.11(d). Such additional servicing compensation shall be promptly paid to the each Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the applicable Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), each Special Servicer shall also be entitled to additional servicing compensation in the form of interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, each Special ServiServicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, that after receipt by the applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced each Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Companion Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or Companion REO Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occurthereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). 3.05 (a) Except as set forth in the following sentence, the fourth third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 ) and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreementpart. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related modification, waiver and consent fees pursuant to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor AgreementSection 3.08(e), provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer's consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption defeasance fees and 50% of all application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), and (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of all assumption, waiver, consent, loan service transaction waiver and earnout consent fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 3.08(a) and Section 3.18 or other actions performed in connection with this Agreement 3.08(b) on the Non-Specially Serviced Loans (including any related Serviced Companion LoanMortgage Loans, to the extent not prohibited that such fees are paid by the Mortgagor and for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Intercreditor AgreementMortgage Loan have been paid; provided, that for purposes of this Section 3.11(a), provided that such transactions qualify as the Master Servicer Decisions, (v) 50will be entitled to receive 100% of all Excess Modification Fees and the assumption, waiver, consent, loan service transaction waiver and earnout consent fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 3.08(a) and Section 3.18 3.08(b) on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a nonNon-Specially Serviced Mortgage Loans if the related assumption, transfer or encumbrance is permitted without the consent of the mortgagee provided that certain conditions set forth in the related Mortgage Loan (other than assumption application feesdocuments are satisfied, defeasance feesand provided further, liquidation feesthat, workout notwithstanding the foregoing, with respect to each Mortgage Loan set forth on Schedule 4, if any, the percentage of the fees and any other fees separately addressed herein)to be paid to the Master Servicer with respect to assumptions shall be as set forth on Schedule 4. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d3.11 (d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution P&I Advance Date to and including the P&I Advance Date related to the current such Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, [________] may at its option, option assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer Servicer (which successor may include the Trustee) that meets the requirements of Section 6.05 6.04 and who requires market-market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest (i.e., [________] or any such third party) at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer [________] hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property)Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loanthereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s 's responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related fees with respect to modificationsapplication, waiversassumption, extensions or amendments of extension, modification, waiver, consent, earnout and defeasance fees, in each case, received on any Specially Serviced LoansMortgage Loans to the extent such fees are paid by the Mortgagor, (Bii) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are all application fees received on Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, and (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 3.08(a) and 3.08(b) or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees 3.20 received with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges and for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer's consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a); provided, that, notwithstanding the foregoing with respect to each Mortgage Loan set forth on Schedule 4, if any, the percentage of the fees to be paid to the Master Servicer with respect to assumptions shall be as set forth on Schedule 4. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or paid resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Companion Loans that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing with respect to which one (1) scheduled payment has been made, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor Special Servicer will not be entitled to any portion of such Workout Fees. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the Master Servicer exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). Notwithstanding anything to the extent contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with the funds repurchase of any Mortgage Loan by a Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation so long as such repurchase is completed within the 90-day period or such other additional period provided for such repurchase in this Agreement and the Mortgage Loan Purchase Agreement, the purchase of any Specially Serviced Mortgage Loan by the Majority Controlling Class Certificateholder or the Special Servicer or the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust Fund pursuant to Section 9.01. If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received by with respect to any Corrected Mortgage Loan and the Special ServicerServicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any subordinate Companion Loan, the Liquidation Fee, if any, will be computed as provided in the related Intercreditor Agreement. Subject to Section 3.11(d), the Special ServiServicer will also be entitled to additional fees in the form of Penalty Charges to the extent provided in subsection (d). The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Certificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (d) In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer or the Trustee for interest on Advances on such Mortgage Loan due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof with respect to such Mortgage Loan and (iii) the Trust Fund for costs of all additional Trust Fund expenses (other than Special Servicing Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan; Penalty Charges remaining thereafter shall be distributed to the Master Servicer, if and to the extent collected while the Mortgage Loan was a Non-Specially Serviced Mortgage Loan and to the Special Servicer if and to the extent collected on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan.

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.036.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer’s consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required)) and all defeasance fees, (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 3.20 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required to take such transactions qualify as Master Servicer Decisionsactions, and (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 3.20 on any Non-Specially Serviced Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision ) for which the Special Servicer’s consent or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision approval is required on a nonthe Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any a Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items assumption fees received with respect to on any Specially Serviced Mortgage Loans for which the Special Servicer processes the underlying assumption-related transactionLoans, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees fees, pursuant to Section 3.08 and Section 3.18, 3.20 or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, and (v) (Aiv) 50% of all waiver fees, Excess Modification Fees and assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees 3.20 and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 050% of all assumption fees, consent fees and earnout fees received with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loansand, but including any related Serviced Pari Passu Companion Loan(s)in all cases, to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer’s consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the Corrected Mortgage Loan that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premi

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Pari Passu Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced PSAPooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentencenext two sentences, the fourth third paragraph of this Section 3.11(a), Section 6.036.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer’s consent is required, then the Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required)) and all defeasance fees, (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 3.20 or similar fees earned pursuant to other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required to take such transactions qualify as Master Servicer Decisionsactions, and (viv) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction consent and earnout fees fees, and other similar processing fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 3.20 on any Non-Specially Serviced Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision ) for which the Special Servicer’s consent or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision approval is required on a nonthe Non-Specially Serviced Mortgage Loans and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any a Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Pari Passu Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items assumption fees received with respect to on any Specially Serviced Mortgage Loans for which the Special Servicer processes the underlying assumption-related transactionLoans, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction consent and earnout fees fees, pursuant to Section 3.08 and Section 3.18, 3.20 or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, and (v) (Aiv) 50% of all waiver fees, Excess Modification Fees and assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees 3.20 and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 050% of all assumption fees, consent fees and earnout fees received with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loansand, but including any related Serviced Pari Passu Companion Loan(s)in all cases, to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer’s consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer). Subject to Section 3.11(d), the Special ServiServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the Corrected Mortgage Loan that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Mortgage Loan from which such fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced each Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSALoans). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occurthereof. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the The right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s 's duties and obligations hereunder to a successor master servicer in accordance with the terms hereofof this Agreement). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating in the form of (i) 100% of modification, waiver and consent fees pursuant to each Mortgage Loan Section 3.08(e) (other than with respect to a Non-Serviced the Universal Hotel Portfolio Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required to take such transactions are Master Servicer Decisionsaction, (ii) 100% of all assumption defeasance fees and 50% of all application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), and (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of all assumption, waiverextension, consentearnout, loan service transaction waiver and earnout consent fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 3.08(a) and Section 3.18 or other actions performed in connection with this Agreement 3.08(b) on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion other than with respect to the Universal Hotel Portfolio Mortgage Loan), to the extent not prohibited that such fees are paid by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees Mortgagor and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees for which the Special Servicer's consent or approval is required on the Non-Specially Serviced Mortgage Loans (other than assumption application and defeasance fees), pursuant with respect to Section 3.08 and Section 3.18 on any the Universal Hotel Portfolio Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, and only to the extent not prohibited by that all amounts then due and payable with respect to the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced the Universal Hotel Portfolio Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution P&I Advance Date to and including the P&I Advance Date related to the current such Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments, as determined on a pool-wide basis. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced the Universal Hotel Portfolio Mortgage Loan and any successor REO Loan relating to a Non-Serviced Mortgaged PropertyLoan). As to each Specially Serviced Mortgage Loan and REO Loan (other than the Universal Hotel Portfolio Mortgage Loan and any successor REO Loan), the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loanthereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s 's responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced the Universal Hotel Portfolio Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related fees with respect to modificationsapplication, waiversassumption, extensions or amendments of extension, modification, waiver, consent, earnout and all defeasance fees, in each case, received on any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced the Universal Hotel Portfolio Mortgage LoansLoan and any successor REO Loan) and Serviced Companion Loans that to the extent such fees are paid by the Mortgagor, (ii) 50% of all application fees received on Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, and (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any all assumption, extension, material modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 3.08(a) and Section 3.18, 3.08(b) or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees 3.20 received with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges and for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer's consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Certificate Account pursuant to Section 3.04(a). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to the Universal Hotel Portfolio Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or paid resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Companion Loans that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing with respect to which one (1) scheduled payment has been made, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor Special Servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after a termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than with respect to the Universal Hotel Portfolio Whole Loan) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with the repurchase of any Mortgage Loan by a Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation so long as such repurchase is completed within the period (including any extension thereof) provided for such repurchase in this Agreement and the Mortgage Loan Purchase Agreement, the purchase of any Specially Serviced Mortgage Loan, within the first 90 days after the Special Servicer's initial determination of the fair value of such Specially Serviced Mortgage Loan, by the Majority Controlling Class Certificateholder or the Special Servicer, the purchase of any Specially Serviced Mortgaged Loan by the Master Servicer or the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust Fund pursuant to Section 9.01. If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the extent the funds are received by contrary, the Special ServicerServicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any subordinate Companion Loan, the Liquidation Fee, if any, will be computed as provided in the related Intercreditor Agreement. Subject to Section 3.11(d), the Special ServiServicer will also be entitled to additional fees in the form of Penalty Charges to the extent provided in subsection (d). The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Certificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (d) In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer or the Trustee for interest on Advances on such Mortgage Loan (and, in connection with the Universal Hotel Portfolio Mortgage Loan, the Universal Hotel Portfolio Master Servicer, the Universal Hotel Portfolio Special Servicer, the Universal Hotel Portfolio Paying Agent or the Universal Hotel Portfolio Trustee for interest on the Servicing Advances made by any such party with respect to the Universal Hotel Portfolio Whole Loan pursuant to the Universal Hotel Portfolio Pooling Agreement, to the extent so provided in the Universal Hotel Portfolio Intercreditor Agreement), due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with the Universal Hotel Portfolio Mortgage Loan, the Universal Hotel Portfolio Trust for all interest on Servicing Advances reimbursed by the Universal Hotel Portfolio Trust to any party under the Universal Hotel Portfolio Pooling Agreement, which resulted in an additional trust fund expense for the Universal Hotel Portfolio Trust, to the extent so provided in the Universal Hotel Portfolio Intercreditor Agreement) with respect to such Mortgage Loan and (iii) the Trust Fund for costs of all additional Trust Fund expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan; Penalty Charges (other than with respect to the Universal Hotel Portfolio Mortgage Loan, which shall be payable as additional servicing compensation under the Universal Hotel Portfolio Pooling Agreement) remaining thereafter shall be distributed to the Master Servicer, if and to the extent collected while the Mortgage Loan was a Non-Specially Serviced Mortgage Loan and to the Special Servicer if and to the extent actually collected on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan.

Servicing Compensation. (a) As compensation consideration for its activities hereunderservicing the Mortgage Loans subject to this Agreement, the Master Servicer shall be entitled to receive the a Servicing Fee with respect to for each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of remaining subject to this Agreement during any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA)calendar month or part thereof. As to each Mortgage Loan, Companion Loan and REO Loan, the Such Servicing Fee shall accrue from time to time at be payable monthly on the Servicing Fee Rate Remittance Date and shall be computed on the basis of the Stated Principal Balance number of Mortgage Loans serviced during the calendar month as more specifically set forth in Exhibit “C.” The Master Servicer may pay itself the Servicing Fee on each Remittance Date from amounts on deposit in the related Collection Account. As further compensation for its activities hereunder, the Master Servicer, or the Special Servicer, as applicable, shall be entitled to retain any interest or investment income earned on funds deposited in the Accounts to the extent permitted hereunder and by the Mortgage Documents, subject to any loss payable by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.04 and to any other amount or collections received by it which are in the nature of Additional Servicing Compensation. For Reserve Administration Fee, the relevant Borrower shall pay such fees to the Master Servicer or Special Servicer, as applicable, at the time of the draw. If the relevant Borrower fails to pay such fees, Owner shall pay such fees to the Master Servicer or the Special Servicer, as applicable. As compensation for its special servicing activities hereunder, the Special Servicer shall be entitled to the Special Servicing Fee for each Specially Serviced Mortgage Loan, Companion Loan or REO Loan, as Property remaining subject to this Agreement during any calendar month or part thereof. Such Special Servicing Fee shall be payable monthly on the case may be, Remittance Date and in shall be computed on the basis of the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, outstanding principal balance and for the same period respecting with respect to which any related interest payment due on such the related Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Master Servicer may pay itself or such other Special Servicer the Special Servicing Fee on each Remittance Date from amounts on deposit in the related Collection Account. In addition to the other servicing compensation provided for in this Agreement, and not in lieu thereof, the Special Servicer shall be entitled to (a) the Disposition Fee, which shall be payable out of Net Proceeds prior to the deposit of Net Proceeds into the Collection Account in the event of a transfer, sale, foreclosure, a deed in lieu of foreclosure or other liquidation of a Specially Serviced Mortgage Loan or REO Property and (b) the Workout Fee, which shall be payable from amounts on deposit in the related Collection Account in the event of the curing of any monetary event of default under any Mortgage Loan through modification, assumption, restructure or work-out of such Mortgage Loan (if such modification, assumption, restructure or work-out is effected by the Special Servicer). If the Master Servicer is terminated, it shall retain the right to receive any and all Disposition Fees otherwise payable to it with respect to any Mortgage Loan, Companion Loan or REO Property, as applicable, that (A) became a Corrected Mortgage Loan shall cease to accrue if during the period that Master Servicer acted as such and that was a Liquidation Event occurs with respect Corrected Mortgage Loan at the time of such termination, (B) becomes a Corrected Mortgage Loan subsequent to the related time of such termination if Master Servicer resolved the circumstances and/or conditions (including by way of a modification of such Mortgage Loan, except that if ) which caused such Mortgage Loan is part to become a Specially Serviced Mortgage Loan but such Mortgage Loan had not, when the Master Servicer was terminated, become a Corrected Mortgage Loan because the related Borrower had not then made three (3) consecutive monthly debt service payments (but the related Borrower then makes those three (3) monthly debt service payments, and such Mortgage Loan subsequently becomes a Corrected Mortgage Loan as a result of the Borrower making those three (3) monthly debt service payments); (C) the Master Servicer has identified a buyer or transferee of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Property and a sale of such Mortgage Loan out or REO Property to such buyer or transferee, an Affiliate or related party is closed within six (6) months of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole termination or in part (except in connection with a transfer of all resignation of the Master Servicer’s duties ; or (D) notice of a judicial or non-judicial sale has been provided to the Borrower and obligations hereunder the Mortgaged Property is sold to a successor servicer in accordance with third-party purchaser at a judicial or non-judicial sale. To the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from extent that amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to on deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in are insufficient for the form payment of the following amounts Servicing Fee, Special Servicing Fee or Workout Fee, the Owner shall pay any such shortfall to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), as applicable, within ten (iv10) 100% Business Days after the Owner’s receipt of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Paymentsan itemized invoice therefor. The Master Servicer or the Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (includinghereunder, without limitationsuch as costs for office space, payment of any amounts due office equipment, supplies and owing to any of its Sub-Servicers related expenses, employee salaries and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07)related expenses and similar internal costs, if overhead and to the extent such expenses are not payable directly out of the Collection Account expenses, and the Master Servicer shall not be entitled to reimbursement therefor thereof except as expressly specifically provided for herein. Owner shall not be obligated to pay any Servicing Fee, Additional Servicing Compensation, or Special Servicing Fee, unless the amount of such fee or basis for calculation of such fee is specifically set forth in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, Agreement as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue amended from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loantime. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servi

Servicing Compensation. (a) As compensation consideration for its activities hereunderservicing the Mortgage Loans, the Master Owner shall pay the Servicer the applicable Servicing Fee and Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a Business Day, the next succeeding Business Day, an invoice setting forth the Servicing Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to the Mortgage Loans serviced by the Servicer during the preceding calendar month, and the Owner shall pay such invoice via wire transfer (in accordance with written instructions to be provided by the Servicer) no later than the last day of the calendar month in which such invoice was delivered. With respect to amounts due to the Servicer that remain unpaid after the Remittance Date pursuant to this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by Applicable Law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to receive the Servicing Fee with respect deduct such unpaid amounts due to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed Servicer on the basis of Remittance Date following the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided Remittance Date that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent amounts were due if Owner has not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)already made payment. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional Additional servicing compensation in the form of: (i) Penalty Charges to of Ancillary Income shall be retained by the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest PaymentsServicer. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor thereof except as expressly specifically provided in this Agreementfor herein. Notwithstanding anything herein set forth in this section related to the contraryAncillary Income, the Master Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, mark up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Special Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request accrue on such late payment at an annual rate equal to the extent federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by Applicable Law. Such interest shall accrue from and including the day following the Business Day on which such fees are (i) not prohibited under payment was due to and including the related Mortgage Loan documents, (ii) not charged in lieu of any fee that Business Day when such late payment is otherwise to made and shall be split between payable on the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagordate when such late payment is so made. Notwithstanding anything herein to the contrarycontrary contained herein, Midland Loan Servicesupon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a Division proposal for revised rates of PNC Bankcompensation hereunder, National Association may, at its option, assign or pledge the parties hereto shall negotiate in good faith to any third party or retain amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for itself the Transferable Servicing Interest with respect services comparable to any Mortgage Loan and any Serviced Companion Loan those provided hereunder (and any successor REO Loana “Fee Amendment”); provided, however, that in no such request shall be made until the event second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any resignation Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or termination of Midland Loan Servicesthe Servicer relating to a Fee Amendment (individually, a Division of PNC Bank“Dispute” and, National Associationcollectively, as the Master Servicer, all or any portion of the Transferable Servicing Interest may “Disputes”) shall be reduced resolved by final and binding arbitration administered by the Trustee to the extent reasonably necessary American Arbitration Association (in the sole discretion of the Trustee“AAA”) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rateunder its Commercial Arbitration Rules, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms following provisions: (a) Following the delivery of this Agreement a written demand for arbitration by either the Owner or the Servicer, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such reduction. The Master other time period as the Owner and the Servicer may agree), the Owner and the Servicer shall pay promptly request that the Transferable Servicing Interest to the holder commercial panel of the Transferable Servicing Interest at AAA select an independent Arbitrator meeting such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicercriteria. (b) As compensation for its activities hereunderThe rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Owner and the Servicer, the Special Servicer sole discovery available to each party shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The its right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer conduct up to two (2) non-expert depositions of all no more than three (3) hours of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loantestimony each. (c) The Special Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Owner and the Servicer agree to extend such time. The decision shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in final and binding upon the form of (i) (A) 100% of all Excess Modification Fees related to modificationsOwner and the Servicer; provided, waivershowever, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision decision shall not restrict either the Owner or a Special the Servicer Decision, and from terminating this Agreement pursuant to the terms hereof. (Cd) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely Each party shall pay its own expenses in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Arbitrator. (e) The Owner and the Servicer agree that the existence, conduct and content of any modificationarbitration pursuant to this Section 7.01 shall be kept confidential and neither the Owner nor the Servicer shall disclose to any Person any information about such arbitration, waiver, amendment or consent executed except in connection with a defeasance transaction for which the consent, processing such arbitration or approval of the Special Servicer is as may be required (and specifically excluding by law or by any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer regulatory authority (or directly from the related Mortgagor) to the extent any exchange on which such fees party’s securities are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(alisted) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servifor financial reporting purposes in such party’s financial statements.

Servicing Compensation. (a) As compensation consideration for its activities hereunderservicing the Mortgage Loans, the Master Owner shall pay the Servicer the applicable Servicing Fee and Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a Business Day, the next succeeding Business Day, an invoice setting forth the Servicing Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to the Mortgage Loans serviced by the Servicer during the preceding calendar month, and the Owner shall pay such invoice via wire transfer (in accordance with written instructions to be provided by the Servicer) no later than the related Remittance Date. With respect to amounts due to the Servicer that remain unpaid after the Remittance Date pursuant to this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to receive the Servicing Fee with respect deduct such unpaid amounts due to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed Servicer on the basis of Remittance Date following the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided Remittance Date that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent amounts were due if Owner has not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)already made payment. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional Additional servicing compensation in the form of: (i) Penalty Charges to of Ancillary Income shall be retained by the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest PaymentsServicer. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor thereof except as expressly specifically provided in this Agreementfor herein. Notwithstanding anything herein set forth in this section related to the contraryAncillary Income, the Master Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, ▇▇▇▇ up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Special Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request accrue on such late payment at an annual rate equal to the extent federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such fees are (i) not prohibited under payment was due to and including the related Mortgage Loan documents, (ii) not charged in lieu of any fee that Business Day when such late payment is otherwise to made and shall be split between payable on the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagordate when such late payment is so made. Notwithstanding anything herein to the contrarycontrary contained herein, Midland Loan Servicesupon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a Division proposal for revised rates of PNC Bankcompensation hereunder, National Association may, at its option, assign or pledge the parties hereto shall negotiate in good faith to any third party or retain amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for itself the Transferable Servicing Interest with respect services comparable to any Mortgage Loan and any Serviced Companion Loan those provided hereunder (and any successor REO Loana “Fee Amendment”); provided, however, that in no such request shall be made until the event second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any resignation Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or termination of Midland Loan Servicesthe Servicer relating to a Fee Amendment (individually, a Division of PNC Bank“Dispute” and, National Associationcollectively, as the Master Servicer, all or any portion of the Transferable Servicing Interest may “Disputes”) shall be reduced resolved by final and binding arbitration administered by the Trustee to the extent reasonably necessary American Arbitration Association (in the sole discretion of the Trustee“AAA”) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rateunder its Commercial Arbitration Rules, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms following provisions: (a) Following the delivery of this Agreement a written demand for arbitration by either the Owner or the Servicer, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such reduction. The Master other time period as the Owner and the Servicer may agree), the Owner and the Servicer shall pay promptly request that the Transferable Servicing Interest to the holder commercial panel of the Transferable Servicing Interest at AAA select an independent Arbitrator meeting such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicercriteria. (b) As compensation for its activities hereunderThe rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Owner and the Servicer, the Special Servicer sole discovery available to each party shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The its right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer conduct up to two (2) non-expert depositions of all no more than three (3) hours of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loantestimony each. (c) The Special Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Owner and the Servicer agree to extend such time. The decision shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in final and binding upon the form of (i) (A) 100% of all Excess Modification Fees related to modificationsOwner and the Servicer; provided, waivershowever, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision decision shall not restrict either the Owner or a Special the Servicer Decision, and from terminating this Agreement pursuant to the terms hereof. (Cd) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely Each party shall pay its own expenses in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Arbitrator. (e) The Owner and the Servicer agree that the existence, conduct and content of any modificationarbitration pursuant to this Section 7.01 shall be kept confidential and neither the Owner nor the Servicer shall disclose to any Person any information about such arbitration, waiver, amendment or consent executed except in connection with a defeasance transaction for which the consent, processing such arbitration or approval of the Special Servicer is as may be required (and specifically excluding by law or by any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer regulatory authority (or directly from the related Mortgagor) to the extent any exchange on which such fees party’s securities are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(alisted) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servifor financial reporting purposes in such party’s financial statements.

Servicing Compensation. (a) As compensation for its activities hereunder, the each Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced each Companion Loan (to the extent permitted in the related Intercreditor Agreement) and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA)Loans) that it is responsible for servicing hereunder. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Loan or Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or Companion REO Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loanthereof, except that if such Mortgage Loan asset is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable by the holder thereof as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). 3.05 (a) Except as set forth in the following sentence, the fourth third paragraph of this Section 3.11(a), Section 6.03Sections 6.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof)part. With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Each Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection its Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a the Non-Serviced Mortgage LoanLoans) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related modification, waiver and consent fees pursuant to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, Section 3.08(e) with respect to the extent not prohibited by the related Intercreditor Agreement)Mortgage Loans that such Master Servicer is responsible for servicing, provided the consent of the Special Servicer is not required to take such action and, in the event that such transactions are the Special Servicer's consent is required, then the applicable Master Servicer Decisionsshall be entitled to 50% of such fees, (ii) 100% of all assumption application defeasance fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any and all assumption application fees (or, in the event that (x) the Master Servicer enters into an assumption or substitution agreement pursuant to Section 3.08(a) and the related loan documents do not provide for an assumption fee actually in connection therewith, or (y) the proposed transfer or assumption under Section 3.08(a) is approved and/or processed but does not occur or (z) the proposed transfer or assumption under Section 3.08(a) is not approved or is denied and does not occur and, additionally, in the case of (x), (y) and (z), assumption fees are paid by a the Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (providedtherewith, however, that then 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiiisuch assumption application fees) of the definition of “Major Decision” all application fees received on Non-Specially Serviced Mortgage Loans that it is responsible for servicing and (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iviii) 10050% of all assumption, waiver, consent, loan service transaction waiver and earnout consent fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 3.08(a) and Section 3.18 or other actions performed in connection with this Agreement 3.08(b) on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loanthat it is responsible for servicing, to the extent not prohibited that such fees are paid by the Mortgagor and only to the extent that all amounts then due and payable with respect to the related Intercreditor AgreementMortgage Loan have been paid; provided, the applicable Master Servicer shall not be entitled to any fees for defeasances, releases or assumptions received on the Non-Serviced Mortgage Loans; provided further, that for purposes of this Section 3.11(a), provided that such transactions qualify as the applicable Master Servicer Decisions, (v) will also be entitled to receive 50% of all Excess Modification Fees and the assumption, waiver, consent, loan service transaction waiver and earnout consent fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 3.08(a) and Section 3.18 3.08(b) on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a nonNon-Specially Serviced Mortgage Loans if the related assumption, transfer or encumbrance is permitted without the consent of the mortgagee provided that certain conditions set forth in the related Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). documents are satisfied.. In addition, the each Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any the Non-Serviced Mortgage Loan or Specially Serviced LoanLoans) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection its Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) ); provided, the applicable Master Servicer shall not be entitled to any charge or Section 3.04(b)fees for defeasances, respectivelyreleases or assumptions received on the Non-Serviced Mortgage Loans. Subject to Section 3.11(d), the each Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection its Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution P&I Advance Date to and including the P&I Advance Date related to the current such Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Each Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection its Certificate Account and the such Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related MortgagorNo. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, 1 may at its option, option assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan)Interest; provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.05 6.04 and who requires market-market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer No. 1 shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer No. 1 is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer No. 1 hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a the Non-Serviced Mortgage Loan Loans and any successor REO Loan relating to a Non-Serviced Mortgaged PropertyLoan). As to each Specially Serviced Mortgage Loan and REO Loan (other than the Non-Serviced Mortgage Loans and any successor REO Loan), the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loanthereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s 's responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a the Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion LoanLoans. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related fees with respect to modificationsapplication, waiversassumption, extensions or amendments of extension, modification, waiver, consent, earnout and defeasance fees, in each case, received on any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than the Non-Serviced Mortgage Loans) Loans and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage successor REO Loan) and Serviced Companion Loans that to the extent such fees are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decisionpaid by the Mortgagor, (ii) 10050% of all assumption application fees and other similar items received with respect to on Non-Specially Serviced Mortgage Loans for which in the event that (x) the Special Servicer processes enters into an assumption or substitution agreement pursuant to Section 3.08(a) and the underlying assumption-related transactionloan documents do not provide for an assumption fee in connection therewith, or (y) the proposed transfer or assumption under Section 3.08(a) is approved and/or processed but does not occur or (z) the proposed transfer or assumption under Section 3.08(a) is not approved or is denied and does not occur and, additionally, in the case of (x), (y) and (z), assumption application fees are paid by the Mortgagor in connection therewith, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 3.08(a) and 3.08(b) or Section 3.18, loan service transaction fees and earnout fees 3.20 received in each case with respect to all Non Specially Serviced Mortgage Loans and for which the Special Servicer's consent or approval is required and (other than iv) without duplication, 100% of any fees for defeasances, releases or assumptions received on the Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection applicable Certificate Account pursuant to Section 3.04(a). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to the Non-Serviced Mortgage Loans. If the Special Servicer is terminated (other than for cause) or paid resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Companion Loans that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing with respect to which one (1) scheduled payment has been made, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor Special Servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans) or REO Property as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the Master exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds as set forth in the proviso to the definition of "Liquidation Fee." If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any subordinate Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed only if permitted, and to the extent provided, in the funds are received by the Special Servicerrelated Intercreditor Agreement. Subject to Section 3.11(d), the Special ServiServicer will also be entitled to additional fees in the form of Penalty Charges to the extent provided in subsection (d). The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the applicable Certificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (d) In determining the compensation of the Master Servicers or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the applicable Master Servicer or the Trustee for interest on Advances on such Mortgage Loan (and, in connection with any Non-Serviced Mortgage Loan, the related master servicer, special servicer or trustee under t

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced each Companion Loan (to the extent permitted in the related Intercreditor Agreement) and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA)Loans) that it is responsible for servicing hereunder. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Loan or Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or Companion REO Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loanthereof, except that if such Mortgage Loan asset is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable by the holder thereof as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). 3.05 (a) Except as set forth in the following sentence, the fourth third paragraph of this Section 3.11(a), Section 6.03Sections 6.02, Section 6.05 6.04 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof)part. With respect to each Serviced the JQH Hotel Portfolio Pari Passu Companion Loan, the Servicing Fee shall be payable cease to accrue upon the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms occurrence of the related Intercreditor AgreementJQH Hotel Portfolio Servicing Transfer Event. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection its Certificate Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced the JQH Hotel Portfolio Mortgage LoanLoan after the JQH Hotel Portfolio Servicing Transfer Event) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related modification, waiver and consent fees on transactions made pursuant to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, Section 3.08(e) with respect to the extent not prohibited by Mortgage Loans that the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisionsis responsible for servicing; provided the consent of the Special Servicer is not required to take such action, (ii) 100% of all assumption defeasance fees and 50% of all application fees and other similar items received on any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer that it is processing the underlying transaction (whether or not the consent of the Special Servicer is required), responsible for servicing and (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any all assumption, extension, modification, waiverearnout, amendment or waiver and consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) on transactions made pursuant to Section 3.08 3.08(a), Section 3.08(b) and Section 3.18 or other actions performed in connection with this Agreement 3.20 on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loanthat it is responsible for servicing, to the extent not prohibited that such fees are paid by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees Mortgagor and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 for which the Special Servicer's consent or approval is required on any Mortgage Loan (other than a the Non-Specially Serviced Loan) (including any related Serviced Companion Loan, Mortgage Loans and only to the extent not prohibited by that all amounts then due and payable with respect to the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Mortgage Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced the JQH Hotel Portfolio Mortgage Loan or Specially Serviced Loanafter the JQH Hotel Portfolio Servicing Transfer Event) any charges for processing Mortgagor requests, beneficiary statements or demands, reasonable and customary consent fees, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicercharges, and amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection its Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) ); provided, the Master Servicer shall not be entitled to any charge or Section 3.04(b)fees for defeasances, respectivelyreleases or assumptions received on the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection its Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution P&I Advance Date to and including the P&I Advance Date related to the current such Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excesses Excess and Prepayment Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Due Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection its Certificate Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event and any successor REO Loan relating to a Non-Serviced Mortgaged PropertyLoan). As to each Specially Serviced Mortgage Loan and REO Loan (other than the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event and any successor REO Loan), the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loanthereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s 's responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced the JQH Hotel Portfolio Mortgage Loan or, in after the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion LoanJQH Hotel Portfolio Servicing Transfer Event. (c) The Special Servicer shall be entitled to additional Additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related fees with respect to modificationsapplication, waiversassumption, extensions or amendments of extension, modification, waiver, consent, earnout and defeasance fees, in each case, received on any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced the JQH Hotel Portfolio Mortgage LoansLoan after the JQH Hotel Portfolio Servicing Transfer Event and any successor REO Loan) and Serviced Companion Loans that to the extent such fees are paid by the Mortgagor, (ii) 50% of all application fees received on Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, and (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiverextension, consentmodification, loan service transaction earnout, waiver and earnout consent fees on transactions made pursuant to Section 3.08 3.08(a) and Section 3.18, 3.08(b) or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees 3.20 received with respect to all Non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges and for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by which the Special Servicer's consent or approval is required, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection applicable Certificate Account pursuant to Section 3.04(a). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event. If the Special Servicer is terminated (other than for cause) or paid resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Companion Loans that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing with respect to which one (1) scheduled payment has been made, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor Special Servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event) or REO Property as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the Master exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds as set forth in the proviso to the definition of "Liquidation Fee." If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any subordinate Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed only if permitted, and to the extent provided, in the funds are received by the Special Servicerrelated Intercreditor Agreement. Subject to Section 3.11(d), the Special ServiServicer will also be entitled to additional fees in the form of Penalty Charges to the extent provided in subsection (d). The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the applicable Certificate Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. (d) In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer or the Trustee for interest on Advances on such Mortgage Loan (and, after the JQH Hotel Portfolio Servicing Transfer Event, in connection with the JQH Hotel Portfolio Mortgage Loan, the BACM 2007-3 Master Servicer, BACM 2007-3 Special Servicer or BACM 2007-3 Trustee for interest on the servicing advances made by any such party with respect to the JQH Hotel Portfolio Whole Loan pursuant to the BACM 2007-3 Pooling Agreement, to the extent so provided in the JQH Hotel Portfolio Intercreditor Agreement) due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, after the JQH Hotel Portfolio Servicing Transfer Event, in connection with the JQH Hotel Portfolio Mortgage Loan, the BACM 2007-3 Trust for all interest on servicing advances reimbursed by the BACM 2007-3 Trust to any party under the BACM 2007-3 Pooling Agreement, which resulted in an additional trust fund expense for the BACM 2007-3 Trust, to the extent so provided in the JQH Hotel Portfolio Intercreditor Agreement with respect to the JQH Hotel Portfolio Mortgage Loan) and (iii) the Trust Fund for costs of all additional Trust Fund expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan; Penalty Charges (other than with respect to the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event, which shall be payable as additional servicing compensation under the BACM 2007-3 Pooling Agreement) remaining thereafter shall be distributed to the Master Servicer, if and to the extent collected while the Mortgage Loan was a Non-Specially Serviced Mortgage Loan and to the Special Servicer if and to the extent actually collected on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan. Notwithstanding the foregoing, Penalty Charges with respect to any subordinate Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon. Notwithstanding the foregoing, but subject to the terms of any related Intercreditor Agreement, with respect to any Serviced Whole Loan Remittance Date, any and all Penalty Charges that are actually collected on the related Serviced Whole Loan since the prior related Serviced Whole Loan Remittance Date, shall be applied for the following purposes and in the fol

Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating with respect to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) and any Serviced Companion Loan in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by defeasance fees actually collected during the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor Collection Period in connection with the defeasance of a Mortgage Loan (other than a Non-or Serviced Mortgage Whole Loan) and any related Serviced Companion Loan , if applicable (provided, howeverthat for the avoidance of doubt, that 50% of the portion of any Excess such defeasance fee shall not include any Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed Fees in connection with a defeasance transaction for which the consent, processing with respect to any Major Decisions or approval of the Special Servicer is required under clause Decisions); (xiiiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (ivx) 10050% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant Excess Modification Fees actually collected during the related Collection Period related to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including and any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, paid in connection with a consent, loan service transaction and earnout fees and approval or other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided action that such transaction qualifies as is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action) and (viy) 50100% of any fees Excess Modification Fees actually collected during the related Collection Period related to Non-Specially Serviced Loans (and any related Serviced Companion Loan) and paid in connection with a consent, approval or other action that does not involve a Major Decision or Special Servicer Decision on a nonDecision; (iii) (x) 100% of assumption fees, waiver fees, earnout fees and other similar fees collected during the related Collection Period with respect to Non-Specially Serviced Loan Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other than action that does not involve a Major Decision or a Special Servicer Decision, and (y) 50% of assumption fees, waiver fees, earnout fees or other similar fees and other similar items collected during the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (iv) 100% of assumption application fees, defeasance fees, liquidation fees, workout fees and other similar fees collected during the related Collection Period with respect to serviced Mortgage Loans (and any other fees separately addressed herein). In addition, related Serviced Companion Loan) for which the Master Servicer shall be entitled to charge is processing the underlying assumption transaction (whether or not consent of the Special Servicer is required); (v) (x) 100% of consent fees on Non-Specially Serviced Loans (and retain as additional servicing compensation any related Serviced Companion Loan) in connection with a consent that does not involve a Major Decision or a Special Servicer Decision, and (y) 50% of consent fees and other than similar fees on Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (vi) with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared accounts held by the Master Servicer, any and all amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer on all Mortgage Loans and any Serviced Companion Loan and reasonable review fees and loan service transaction fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerdocuments, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), ; (ii) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagors to the extent such items are prepared by the master servicer; (iii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or Investment Accounts maintained by the Companion Distribution Account Master Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to any such account Investment Account for each Collection Period and, further, in the period from and including case of the prior Distribution Date to and including the P&I Advance Date related Servicing Account, only to the current Distribution Date), (iii) extent such interest or other income earned on deposits in its Investment Accounts which are is not required by applicable law or the related Mortgage Loan to be paid to any Mortgagor under applicable law or under the Mortgagor, related Mortgage Loan) and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein The Master Servicer shall be entitled to charge and collect customary fees in connection with any review or consent granted under this Agreement. Such fees may include, but are not limited to, a review fee or an expedited processing fee, which may be retained by the contraryMaster Servicer; provided, however, that such fees shall not be deemed a substitute for or in lieu of any fee that is to be split between the Special Servicer and the Master Servicer in accordance with the allocations set forth in Section 3.11 of this Agreement. All fees shall be consistent with the Servicing Standard. With respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other than a split fee with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge or waive only its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge or waive the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge or waive its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master ▇▇▇▇▇▇▇▇ decides not to charge any fee (other than with respect to Penalty Charges), the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and retain reasonable review fees the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. For the avoidance of doubt, the Special Servicer may, in connection with a workout or other modification of a Mortgage Loan and without consent of the Master Servicer, waive any Mortgagor request or all related Penalty Charges, regardless of who is entitled to receive such payments as compensation. If the Special Servicer has partially waived Penalty Charges (part of which accrued prior to the extent related Servicing Transfer Event), any collections in respect of such fees are (i) not prohibited under Penalty Charge shall be shared pro rata by the related Mortgage Loan documents, (ii) not charged in lieu Master Servicer and the Special Servicer based on the respective portions of any fee that is such Penalty Charges to which each would otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagorhave been entitled. Notwithstanding anything herein to the contrary, Midland Loan ServicesTrimont LLC, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National AssociationTrimont LLC, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the any Transferable Servicing Interest to the holder of the such Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, Trimont LLC as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (b) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees actually collected during the related Collection Period with respect to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are or any successor REO Loan; (ii) 50% of Excess Modification Fees collected during the related Collection Period with respect to Non-Specially Serviced LoansLoans (and any related Serviced Companion Loan) in connection with a consent, provided approval or other action that such transaction qualifies as is a Major Decision or a Special Servicer Decision and (Bin each case, regardless of who processes such consent, approval or other action); (iii)(x) 0100% of all assumption fees, consent waiver fees, earnout fees and earnout other similar fees received collected during the related Collection Period with respect to all Mortgage Specially Serviced Loans (other than Non-Serviced Mortgage Loans, but including and any related Serviced Pari Passu Companion Loan(s), Loan to the extent not prohibited by the related Intercreditor Agreement) and (y) 50% of assumption fees, waiver fees and earnout fees and other similar items collected during the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (iv) 100% of assumption application fees and other similar fees collected during the related Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loan, if applicable) for which the Special Servicer is processing the underlying assumption transaction; (v)(x) 100% of consent fees on Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable), or that are Mortgages Loans that are not Specially Serviced LoansLoans in connection with a consent that involves no modification, provided waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) that is a Special Servicer Decision processed by the Special Servicer and (y) 50% of consent fees on Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection with a consent that involves a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such transaction qualifies as a Master Servicer Decisionconsent, approval or other action); (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor Mortgagors to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servi

Servicing Compensation. (a) As compensation consideration for its activities hereunderservicing the Mortgage Loans, the Master Owner shall pay the Servicer the applicable Servicing Fee and Other Fees the Servicer is entitled to each month. The obligation of the Owner to pay the Servicing Fee and Other Fees with regard to the Mortgage Loans shall be irrespective of Monthly Payments collected by the Servicer on the Mortgage Loans (but this shall not be construed to limit the effect of any provision hereof, including Exhibit 9, for the calculation of any fee by reference to one or more specified amounts collected on or in respect of the Mortgage Loans). Notwithstanding anything in this Agreement to the contrary, the Servicer shall not be entitled to collect more than one of any of the following Other Fees within any twelve month period: Liquidation Fee, Reperformance Fee and Modification Fee. The Servicer shall deliver to the Owner on the tenth (10th) calendar day of each month or, if the 10th day is not a Business Day, the next succeeding Business Day, an invoice setting forth the Servicing Fees and Other Fees, including accrued and unpaid Servicing Fees and Other Fees, with respect to the Mortgage Loans serviced by the Servicer during the preceding calendar month, and the Owner shall pay such invoice via wire transfer (in accordance with written instructions to be provided by the Servicer) no later than the last day of the calendar month in which such invoice was delivered. With respect to amounts due to the Servicer that remain unpaid after the Remittance Date pursuant to this Section, interest shall accrue at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such payment was due to and including the Business Day when such payment is made and shall be payable on the date when such payment is so made. The Servicer shall be entitled to receive the Servicing Fee with respect deduct such unpaid amounts due to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed Servicer on the basis of Remittance Date following the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement. The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided Remittance Date that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent amounts were due if Owner has not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein)already made payment. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional Additional servicing compensation in the form of: (i) Penalty Charges to of Ancillary Income shall be retained by the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Investment Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest PaymentsServicer. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor thereof except as expressly specifically provided in this Agreementfor herein. Notwithstanding anything herein set forth in this section related to the contraryAncillary Income, the Master Servicer shall not collect from the Mortgagor, pass through as an advance or as a liquidation expense any charges other than bona fide fees, which fees must be in compliance with local law. Servicer cannot add on a processing, or review fee or any additional fee, ▇▇▇▇ up or otherwise directly make a profit on or from services or activities rendered by a third party or affiliate (examples include but not limited to: letters and notices, force placed insurance, BPOs, appraisals, inspections, property preservation costs). The Servicer may collect any third party fees which are charged in accordance with Accepted Servicing Practices. In no event shall Servicer retain the Prepayment Penalties. In the event of a dispute arising from any act or omission by the Servicer or the Owner hereunder during the course of this Agreement, the Servicer and the Special Owner shall use reasonable efforts to cooperate with each other in good faith to resolve such dispute within a time period that is reasonable under the circumstances surrounding the dispute. Except in the case of a monetary error, the Owner and the Servicer shall use reasonable efforts to cooperate with each other in good faith to resolve the dispute within thirty (30) days of a formal notice from either party. In the case of a monetary error, the party holding the amounts due the other party shall use reasonable efforts to submit the amount in error within ten (10) Business Days following the discovery of the error. With respect to amounts due a party after the tenth (10th) Business Day following the discovery of the error, interest shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request accrue on such late payment at an annual rate equal to the extent federal funds rate as is publicly announced from time to time, plus three hundred basis points (3.00%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall accrue from and including the day following the Business Day on which such fees are (i) not prohibited under payment was due to and including the related Mortgage Loan documents, (ii) not charged in lieu of any fee that Business Day when such late payment is otherwise to made and shall be split between payable on the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagordate when such late payment is so made. Notwithstanding anything herein to the contrarycontrary contained herein, Midland Loan Servicesupon the written request (a “Fee Negotiation Request”) of the Owner or the Servicer following a determination by the Owner or the Servicer that the rates of compensation payable to the Servicer hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a Division proposal for revised rates of PNC Bankcompensation hereunder, National Association may, at its option, assign or pledge the parties hereto shall negotiate in good faith to any third party or retain amend the provisions of this Agreement relating to the compensation of the Servicer in order to cause such compensation to be materially consistent with market rates of compensation for itself the Transferable Servicing Interest with respect services comparable to any Mortgage Loan and any Serviced Companion Loan those provided hereunder (and any successor REO Loana “Fee Amendment”); provided, however, that in no such request shall be made until the event second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any resignation Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration as described below. All disputes, differences and controversies of the Owner or termination of Midland Loan Servicesthe Servicer relating to a Fee Amendment (individually, a Division of PNC Bank“Dispute” and, National Associationcollectively, as the Master Servicer, all or any portion of the Transferable Servicing Interest may “Disputes”) shall be reduced resolved by final and binding arbitration administered by the Trustee to the extent reasonably necessary American Arbitration Association (in the sole discretion of the Trustee“AAA”) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rateunder its Commercial Arbitration Rules, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms following provisions: (a) Following the delivery of this Agreement a written demand for arbitration by either the Owner or the Servicer, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such reduction. The Master other time period as the Owner and the Servicer may agree), the Owner and the Servicer shall pay promptly request that the Transferable Servicing Interest to the holder commercial panel of the Transferable Servicing Interest at AAA select an independent Arbitrator meeting such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicercriteria. (b) As compensation for its activities hereunderThe rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Owner and the Servicer, the Special Servicer sole discovery available to each party shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The its right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer conduct up to two (2) non-expert depositions of all no more than three (3) hours of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loantestimony each. (c) The Special Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Owner and the Servicer agree to extend such time. The decision shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in final and binding upon the form of (i) (A) 100% of all Excess Modification Fees related to modificationsOwner and the Servicer; provided, waivershowever, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision decision shall not restrict either the Owner or a Special the Servicer Decision, and from terminating this Agreement pursuant to the terms hereof. (Cd) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely Each party shall pay its own expenses in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Arbitrator. (e) The Owner and the Servicer agree that the existence, conduct and content of any modificationarbitration pursuant to this Section 7.01 shall be kept confidential and neither the Owner nor the Servicer shall disclose to any Person any information about such arbitration, waiver, amendment or consent executed except in connection with a defeasance transaction for which the consent, processing such arbitration or approval of the Special Servicer is as may be required (and specifically excluding by law or by any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer regulatory authority (or directly from the related Mortgagor) to the extent any exchange on which such fees party’s securities are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(alisted) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special Servifor financial reporting purposes in such party’s financial statements.

Servicing Compensation. Interest on Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to each Mortgage Loan (including, without limitation, each Specially Serviced Mortgage Loan, Serviced Companion Loan ) and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each such Mortgage Loan, Companion Loan and REO Loan, the Master Servicing Fee shall accrue from time to time at the applicable Master Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, same principal amount and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period number of days respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computedcomputed under the terms of the related Mortgage Note (as such terms may be changed or modified at any time following the Closing Date) and applicable law, and without giving effect to any Additional Interest that may accrue on any Hyper-Amortization Loan after its Anticipated Repayment Date. The Master Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with in respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable thereof. Earned but unpaid Master Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee Fees shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds or Liquidation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the The right to receive the Master Servicing Fee may not be transferred in whole or in part (except in connection with a the transfer of all of the Master Servicer’s duties 's responsibilities and obligations hereunder to a successor servicer under this Agreement or except as provided in accordance with the terms hereofSection 3.22(d). With respect The Master Servicer shall, monthly out of its Master Servicing Fee, pay to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to any Sub-Servicer retained by the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion LoanSub-Servicer's sub-servicing fee (including, subject without limitation, any Primary Servicing Fee, if applicable), to the terms of extent such Sub-Servicer is entitled thereto under the related Intercreditor applicable Sub-Servicing Agreement. . (b) The Master Servicer shall be entitled to retainreceive as additional servicing compensation: (i) Default Charges, assumption fees, modification fees, charges for beneficiary statements or demands and shall not be required to deposit in the Collection Account pursuant to Section 3.04(aany similar fees (excluding Prepayment Premiums), additional servicing compensation relating to in each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts case to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions are Master Servicer Decisions, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) solely to the extent the Master Servicer is processing the underlying transaction (whether or not the consent of the Special Servicer is required), (iii) 100% of any fee actually paid by a Mortgagor in connection with the defeasance of respect to a Mortgage Loan (other than that is not a Non-Specially Serviced Mortgage Loan; (ii) and any related Serviced Companion Loan (provided, however, that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required under clause (xiii) of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transactions qualify as Master Servicer Decisions, (v) 50% of all Excess Modification Fees and assumption, waiver, consent, loan service transaction and earnout fees and other similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that such transaction qualifies as a Major Decision or Special Servicer Decision and (vi) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein). In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents and are not charged in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicerfunds, in each case only to the extent actually paid by or a Mortgagor with respect to any Mortgage Loan; (iii) any Prepayment Interest Excesses collected on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: Mortgage Loans; (i) Penalty Charges to the extent provided in Section 3.11(d), (iiiv) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account Certificate Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account the Certificate Account for the period from and including the prior Distribution Date to and including the P&I Advance Date related each Collection Period); and (v) to the current Distribution Date)extent not required to be paid to any Mortgagor under applicable law or under the related Mortgage, (iii) any interest or other income earned on deposits in its Investment the Servicing Accounts which are not required maintained by applicable law or the Master Servicer; provided that with respect to the items of additional servicing compensation set forth in clauses (i) and (ii) above, the Master Servicer shall, in turn, pay the amounts described therein to the related Mortgage Loan to be paid to the Mortgagor, and (iv) Prepayment Interest Excesses collected on the Mortgage Loans (other than the NonSub-Serviced Mortgage Loans) and any Serviced Companion Loan during the related Collection Period Servicer to the extent not required to be paid as Compensating Interest Paymentssuch Sub-Servicer is entitled thereto under the applicable Sub-Servicing Agreement. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers Servicer retained by it and the premiums for any blanket Insurance Policy policy insuring against hazard losses pursuant to Section 3.073.07(b)), if and to the extent such expenses are not payable directly out of the Collection Account Certificate Account, and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees in connection with any Mortgagor request to the extent such fees are (i) not prohibited under the related Mortgage Loan documents, (ii) not charged in lieu of any fee that is otherwise to be split between the master servicer and special servicer, and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence). For the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. (bc) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any each REO Loan relating to a Non-Serviced Mortgaged Property)Loan. As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan (but, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, excluding the Poinciana Lakes Plaza Companion Loan), as the case may be, same principal amount and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period number of days respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computedcomputed under the terms of the related Mortgage Note (as such terms may be modified at any time following the Closing Date) and applicable law, and without giving effect to any Additional Interest that may accrue on any Hyper-Amortization Loan after its Anticipated Repayment Date. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan or, in the case of the Poinciana Lakes Plaza Serviced Whole Loan, with respect to any Poinciana Lakes Plaza Companion Loan. (c) The Special Servicer shall be entitled to additional servicing compensation relating to each Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (ii) 100% of all assumption application fees and other similar items received with respect to Mortgage Loans for which the Special Servicer processes the underlying assumption-related transaction, (iii) 50% of the portion of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), provided that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent, loan service transaction and earnout fees pursuant to Section 3.08 and Section 3.18, or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (v) (A) 50% of all waiver fees, assumption fees and consent fees pursuant to Section 3.08 or Section 3.18, loan service transaction fees and earnout fees received in each case with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are Non-Specially Serviced Loans, provided that such transaction qualifies as a Major Decision or a Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) that are not Specially Serviced Loans, provided that such transaction qualifies as a Master Servicer Decision, (vi) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagor to the extent such beneficiary statements or demands were prepared by the Special Servicer, (vii) 50% of any fees related to a Major Decision or Special Servicer Decision on a non-Specially Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees separately addressed herein) and (viii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds relating to the accounts held by the Special Servicer, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject to Section 3.11(d), the Special ServiSpecially