CWCI LLC

5.   Fees and Compensation.

     (A)   All fees are individually negotiated and, in each case, are set forth in the
           related management or advisory agreement. Circumstances considered
           when negotiating fees may include, without limitation, customary
           market rates, types of services, specialized guidelines and other
           performance/incentive fee arrangements with the client.

           Management or advisory fees for separately managed or pooled
           investment accounts are typically calculated based on an annual
           percentage of the balance of, or capital invested in, the assets under
           management.

           In addition, certain CWCI contracts provide for incentive fees based on

      the performance of investments; however, no incentive fees are currently
      being collected. Please refer to Section 6 below for a more detailed
      description of the incentive fee arrangements, and related conflicts of
      interest.

(B)   Payment of Fees. CWCI’s fees are typically paid periodically (monthly
      or quarterly) as specified in the relevant investment management
      agreement. For certain clients, the management fees will be directly
      deducted from client assets. In the case of CWCI’s CDO clients, the
      related trustee will deduct CWCI’s fees from collections on the
      underlying assets and remit such fees to CWCI on the same day that
      distributions are made to the related investors. For other clients, CWCI
      will bill clients for services performed pursuant to the corresponding
      agreement. Certain CDO clients managed by CWCI are in wind-down
      or liquidation and, pursuant to the applicable governing documents, may
      no longer be permitted to pay management or advisory fees.

(C)   Additional Fees. Clients may be required to pay for certain expenses
      incurred by CWCI in connection with the performance of the advisory
      services, in each case as specified in the related management agreement
      or the related offering document.

(D)   Fees and Compensation to Affiliated Entities.

       Affiliates of CWCI provide services, directly or indirectly, to CMBS
       Trusts that are held in the CDOs which CWCI acts as Collateral
       Manager, Collateral Administrator or Disposition Consultant. These
       affiliates are compensated as follows:

       •    CWCAM, acting as special servicer to certain CMBS Trusts,
       receives special servicing and ancillary fees as set forth in the applicable
       CMBS Pooling and Servicing Agreement.

       •    CWFS Insight hosts the Marketplace auction platform, which is
       licensed by REDS to market properties for sale by CMBS Trusts and
       third parties. CWFS Insight does not currently, but might in the future,
       receive compensation for hosting the Marketplace auction platform from
       the CMBS Trusts and third parties.

       •     REDS executes CWCAM’s sale strategy for certain CMBS Trust
       assets in conjunction with a third-party listing broker retained by
       CWCAM. REDS receives a co-broker commission from the third-party
       listing broker and a percentage of the Marketplace platform fee paid to

              Marketplace by the buyer at the closing of each asset sale unless
              prohibited by the applicable Pooling and Servicing Agreement.

      (E)    Fees Paid in Advance.
              Currently, CWCI does not collect management or advisory fees in
              advance. All current fees charged by CWCI are billed and collected in
              arrears, in accordance with the terms of the applicable indenture or
              collateral management agreement.

      (F)    Compensation for the Sale of Securities or Other Investment
             Products.
              Neither CWCI nor any CWCI personnel accept compensation for the sale
              of securities or other investment products.

7.   Types of Clients.

     CWCI advises domestic and foreign pooled investment vehicles and third party
     separate accounts formed for the purpose of investing in real estate debt
     products.