Common use of Compensating Interest Payments Clause in Contracts

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00250% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Serviced Mortgage Loans and Serviced Pari Passu Companion Loans (other than the Outside Specially Serviced Loans and Defaulted Loans), other than Principal Prepayments received in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, during the most recently ended Prepayment Period, and (ii) the sum of (A) the aggregate Servicing Fees up to a maximum rate of 0.0025% per annum for the related Distribution Date with respect to each Serviced Mortgage LoansLoan (and related REO Mortgage Loan) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date(and related REO Companion Loan) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00250% per annum, Prepayment Period and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Serviced Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for any Outside Serviced Trust Loan, Outside Serviced Companion Loan or Subordinate Companion Loan. Any Compensating Interest Payments made with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan will be paid to the holder thereofrelated Companion Loan Holder.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion LoanLoan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this AgreementAgreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated VRR Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amountsamounts until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and ), any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or Loan, any related Serviced Pari Passu Companion Loan or a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated allocated: first, between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amountsamounts until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof; and then, if applicable, to any related Trust Subordinate Companion Loan.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and ), any related Serviced Pari Passu Companion Loan and the Trust Subordinate Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and ), any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loan (in each case other than a Specially Serviced Loan or a any Mortgage Loan or any Loan, related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Pari-Passu Companion Loan or Trust Subordinate Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a the Serviced Loan Combination Combinations shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) and, if applicable, the Trust Subordinate Companion Loan, in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than the Outside Specially Serviced Loans, the Non-Serviced Mortgage Loans) , and any related Serviced Pari Passu Companion Loan(s) (in each case Defaulted Mortgage Loans), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan Condemnation Proceeds or any related Serviced Pari Passu Companion Loan on which otherwise incurred with the consent of the Special Servicer allowed a prepayment on a date other than or the applicable Due Date) for Controlling Class Representative, during the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan, REO Mortgage Loan and REO Serviced Companion Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.0025% per annum, annum for the related Distribution Date and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Mortgage Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for the Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a Serviced Companion Loan Combination shall be allocated between the related Mortgage Loan and paid to the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofHolder.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder or, in the case of a Trust Subordinate Companion Loan, delivered to the Certificate Administrator for deposit in the applicable Loan-Specific REMIC Distribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan or a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (and, so long as a Loan Combination is serviced under this AgreementAgreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan) subject to such prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Trust Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) and, if applicable, the related Trust Subordinate Companion Loan, in accordance with their respective principal amounts, until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Lower Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement thereforthereafter, an amounta Compensating Interest Payment, with respect in the event that a Prepayment Interest Shortfall occurs as a result of the Servicer allowing the Borrower to each deviate from the terms of the Mortgage Loan Documents regarding principal prepayments (other than an Outside Serviced (w) subsequent to a Mortgage LoanLoan Event of Default, (x) and any related Serviced Pari Passu Companion Loanpursuant to applicable law or a court order, equal to the lesser of: (iy) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect the receipt of Insurance Proceeds or Condemnation Proceeds, or (z) at the request or with the consent of the Mortgage Loans (other than Special Servicer). Compensating Interest Payments shall be applied first, to cover the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for applicable Prepayment Interest Shortfall (adjusted to the related Distribution Date that isInitial Interest Rate, in net of the case Servicing Fee Rate) attributable to the Trust A Notes and the Companion A Notes, pro rata based on the respective amounts of such shortfall for each Mortgage Loansuch Note, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Periodsecond, calculated at a rate to cover the portion of 0.00250% per annum, and (B) all the applicable Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect Shortfall (adjusted to the Mortgage Loans (related Initial Interest Rate, net of the Servicing Fee Rate) attributable to the Trust B Notes and the Companion B Notes, pro rata based on the respective amounts of such shortfall for each such Note, and, so long as a Loan Combination is serviced under this Agreementthen, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such cover the portion of the applicable Prepayment Interest ExcessesShortfall (adjusted to the related Initial Interest Rate, net of the Servicing Fee Rate) attributable to the Trust C Notes. In no event will the rights of the Certificateholders Trust Interest Owners and Companion Loan Holders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated VRR Interest Owner to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.0025% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, Standard or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated allocated: between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.0025% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, Special Servicer or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder or, in the case of the Trust Subordinate Companion Loan, delivered to the Certificate Administrator for deposit in the 360 Spear REMIC Distribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and ), any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loan (in each case other than a Specially Serviced Loan or a Mortgage Loan or Loan, any related Serviced Pari Passu Companion Loan or the Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (and, so long as a Loan Combination is serviced under this AgreementAgreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated VRR Interest Owner to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Trust Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated allocated: first, between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amountsamounts until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof; and then, if applicable, to the Trust Subordinate Companion Loan.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated VRR Interest Owner to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.002500.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated VRR Interest Owner to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00250% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.,

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than the Outside Specially Serviced Loans, the Non-Serviced Mortgage Loans and Defaulted Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case ), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which Condemnation Proceeds, during the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan Loan, REO Mortgage Loan, and REO Serviced Companion Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.005% per annum, annum with respect to each Mortgage Loan (and related REO Mortgage Loan) and Serviced Companion Loan (and related REO Serviced Companion Loan) and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for the Non-Serviced Mortgage Loans or CCRE Strip. Any Compensating Interest Payments made with respect to a Serviced Companion Loan Combination shall will be allocated between paid to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofHolder.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion LoanLoan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and , any related Serviced Pari Passu Companion Loan and any related REO Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a per annum rate of 0.00250equal to (1) 0.00125% per annumfor each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and related REO Loan without an initial sub-servicer, (0) 0.000000% for each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and the related REO Loan where servicing functions are performed by an initial sub-servicer and (3) with respect to any Outside Serviced Mortgage Loan, 0.000625%, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Whole Loan Combination is serviced under this Agreementthe Pooling and Servicing Agreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan) subject to such prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated VRR Interest Owner to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Whole Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) or, in the case of a Trust Subordinate Companion Loan, delivered to the Certificate Administrator for deposit in the applicable Trust Subordinate Companion Loan REMIC Distribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and , any related Serviced Pari Passu Companion Loan and any related REO Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan or a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Serviced Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and related REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a per annum rate of 0.00250equal to (1) 0.00125% per annumfor each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and related REO Loan without an initial sub-servicer, and (0) 0.000000% for each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and the related REO Loan where servicing functions are performed by an initial sub-servicer, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans and the Trust Subordinate Companion Loans (and, so long as a Whole Loan Combination is serviced under this Agreementthe Pooling and Servicing Agreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan) subject to such prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Trust Certificateholders and the Uncertificated Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Trust Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Whole Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) and, if applicable, any related Trust Subordinate Companion Loan, in accordance with their respective principal amounts, until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than the Outside Specially Serviced Loans, the Non-Serviced Mortgage Loans) , and any related Serviced Pari Passu Companion Loan(s) (in each case Defaulted Mortgage Loans), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan Condemnation Proceeds or any related Serviced Pari Passu Companion Loan on which otherwise incurred with the consent of the Special Servicer allowed a prepayment on a date or (other than in respect of any Excluded Loan then subject to an Exclusion Period) the applicable Due Date) for Controlling Class Representative, during the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan, REO Mortgage Loan and REO Serviced Companion Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.0025% per annum, annum for the related Distribution Date and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Mortgage Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for the Non-Serviced Mortgage Loans and the Other Master Servicer will not be required to make Compensating Interest Payments on the Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a Serviced Companion Loan Combination shall be allocated between the related Mortgage Loan and paid to the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofHolder.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Serviced Mortgage Loans or Serviced Companion Loans (other than the Specially Serviced Loans and Defaulted Loans), other than Principal Prepayments received in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, during the most recently ended Prepayment Period, and (ii) the sum of (A) the aggregate Servicing Fees for the related Distribution Date with respect to each Serviced Mortgage Loan (and related REO Mortgage Loan) and Serviced Companion Loan (and related REO Companion Loan) for which Servicing Fees are being paid in such Prepayment Period, up to a maximum rate of 0.005% per annum with respect to each Mortgage Loan (and related REO Mortgage Loan) (other than with respect to the Outside Serviced Trust Loan) and (B) all Prepayment Interest Excesses received during the related Prepayment Period (and net investment earnings thereon); provided that the Master Servicer shall pay (without regard to clause (ii) above) the aggregate of all Prepayment Interest Shortfalls otherwise described in clause (i) above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans (other than during the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which most recently ended Prepayment Period to the Special Servicer allowed a prepayment on a date other than extent such Prepayment Interest Shortfalls were the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion result of the Master Servicer’s Servicing Fees for failure to enforce the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00250% per annum, and (B) all Prepayment Documents. No Compensating Interest Excesses received Payments shall be made by the Master Servicer during such Collection Period with for the Outside Serviced Trust Loan or in respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofCCRE Strip.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) or, in the case of a Trust Subordinate Companion Loan, delivered to the Certificate Administrator for deposit in the applicable Trust Subordinate Companion Loan REMIC Distribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and , any related Serviced Pari Passu Companion Loan and any related REO Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan or a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Serviced Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and related REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a per annum rate of 0.00250equal to (1) 0.00125% per annumfor each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and related REO Loan without an initial sub-servicer; and (0) 0.000000% for each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and the related REO Loan where servicing functions are performed by an initial sub-servicer, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans and the Trust Subordinate Companion Loans (and, so long as a Whole Loan Combination is serviced under this Agreementthe Pooling and Servicing Agreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan) subject to such prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Trust Certificateholders and the Uncertificated Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Trust Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Whole Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) and, if applicable, any related Trust Subordinate Companion Loan, in accordance with their respective principal amounts, until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Non-Serviced Trust Loans, the Specially Serviced Loans and Defaulted Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case ), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which Condemnation Proceeds, during the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Loan (other than Non-Serviced Pari Passu Companion Loan Trust Loans) and REO Mortgage Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.02% per annum, annum with respect to each Mortgage Loan (and related REO Mortgage Loan) (other than with respect to the Non-Serviced Trust Loans) and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and made by the Master Servicer shall pay for the portion of such Non-Serviced Trust Loans and the Other Master Servicer will not be required to make Compensating Interest Payments allocable to a related on the Non-Serviced Pari Passu Companion Loan to the holder thereofTrust Loans.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Companion Loans (other than the Outside Specially Serviced Loans, the Non-Serviced Mortgage Loans and Defaulted Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case ), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which Condemnation Proceeds, during the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan Loan, REO Mortgage Loan, and REO Companion Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.005% per annum, annum with respect to each Mortgage Loan (and related REO Mortgage Loan) and Companion Loan (and related REO Companion Loan) and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for the Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a Serviced Companion Loan Combination shall will be allocated between paid to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofHolder.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) or, in the case of a Trust Subordinate Companion Loan, delivered to the Certificate Administrator for deposit in the applicable Loan-Specific REMIC Distribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and , any related Serviced Pari Passu Companion Loan and any related REO Loan, equal to the lesser of: (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan or a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a per annum rate of 0.00250equal to (1) 0.00125% per annumfor each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and related REO Loan without an initial sub-servicer, (0) 0.000000% for each Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and the related REO Loan where servicing functions are performed by an initial sub-servicer and (3) with respect to any Outside Serviced Mortgage Loan, 0.000625%, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (and, so long as a Whole Loan Combination is serviced under this Agreementthe Pooling and Servicing Agreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan) subject to such prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Trust Certificateholders and the Uncertificated Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Trust Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Whole Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) and, if applicable, the related Trust Subordinate Companion Loan, in accordance with their respective principal amounts, until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in into the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement thereforthereafter, a cash payment (a “Compensating Interest Payment”) in an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate amount of all any Prepayment Interest Shortfalls Shortfall incurred in connection with a voluntary Principal Prepayments Prepayment received in respect of the Mortgage Loans Trust Loan during the related Collection Period prior to the Loan Payment Date in that Collection Period (other than unless the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than Whole Loan is subject to a Specially Serviced Special Servicing Loan Event or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a the prepayment on a date other than the applicable Due related Loan Payment Date), and (ii) the aggregate of its Servicing Fees with respect to the Trust Loan (calculated for this purpose up to a maximum rate of 0.0025% per annum) for the related Distribution Date; and provided that, notwithstanding the foregoing, if a Prepayment Interest Shortfall occurs as a result of the Servicer allowing the Borrower to deviate from the terms of the Loan Documents regarding principal prepayments (other than (x) subsequent to a Loan Event of Default on the Whole Loan, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the amount in clause (ii) above will also include the aggregate of (A) that portion of the Master Servicer’s remaining Servicing Fees with respect to the Trust Loan for the related Distribution Date that isand, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00250% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (andextent earned on Principal Prepayments, so long as a Net Investment Earnings payable to the Servicer for the related Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest ExcessesAccrual Period. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If With respect to each Companion Loan, if a Companion Loan Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing Servicer’s failure to enforce the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments principal prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under Loan Event of Default on the related Loan Documents or if the Mortgage Loan is a Specially Serviced Whole Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standardorder, or (z) at the request or with the consent of the Special Servicer), then the Servicer shall deliver to the related Companion Loan Holder (or in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, trustee or certificate administrator, as applicable, with respect to such Other Securitization Trust) on each Remittance Date, without any right of reimbursement thereafter, a cash payment (a “Companion Loan Compensating Interest Payment”) in an amount equal to the lesser of (i) the amount of any Companion Loan Prepayment Interest Shortfall incurred in connection with a voluntary Principal Prepayment received in respect of such Companion Loan during the payment of any Insurance Proceeds related Collection Period prior to the Loan Payment Date in that Collection Period (unless the Whole Loan is subject to a Special Servicing Loan Event or Condemnation Proceedsthe Special Servicer allowed the prepayment on a date other than the related Loan Payment Date), then for purposes and (ii) the aggregate of calculating the Compensating Interest Payment its Servicing Fees with respect to such Companion Loan for the related Distribution Date, . In no event will the Master Servicer shall pay, without regard rights of such Companion Loan Holder to clause (ii) the offset of the preceding paragraph, the amount of the aggregate Companion Loan Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect to a Serviced Loan Combination shall Shortfalls be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofcumulative.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Specially Serviced Loans[, the Non-Serviced Mortgage Loans) ,] and any related Serviced Pari Passu Companion Loan(s) (in each case Defaulted Mortgage Loans), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which Condemnation Proceeds, during the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Mortgage Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.00250(1) [__]% per annum, annum with respect to each Mortgage Loan (and related REO Mortgage Loan) sold to the Depositor pursuant to the [_____] Loan Purchase Agreement and (2) [__]% per annum with respect to each Mortgage Loan (and related REO Mortgage Loan) sold to the Depositor pursuant to the [_____] Loan Purchase Agreement or the [_____] Loan Purchase Agreement and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. [No Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and made by the Master Servicer shall pay for the portion of such Non-Serviced Mortgage Loans and the Other Master Servicer will not be required to make Compensating Interest Payments allocable to a related on the Non-Serviced Pari Passu Companion Loan to the holder thereofMortgage Loans.]

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than the Outside any Specially Serviced Loan, any Non-Serviced Mortgage Loans) Loan, and any related Serviced Pari Passu Companion Loan(s) (in each case Defaulted Mortgage Loan), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan Condemnation Proceeds or any related Serviced Pari Passu Companion Loan on which otherwise incurred with the consent of the Special Servicer allowed a prepayment on a date other than or the applicable Due Date) for Controlling Class Representative, during the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan, REO Mortgage Loan and REO Serviced Companion Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.0025% per annum, annum for the related Distribution Date and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Mortgage Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for any Non-Serviced Mortgage Loan. Any Compensating Interest Payments made with respect to a Serviced Companion Loan Combination shall be allocated between the related Mortgage Loan and paid to the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofHolder.

Compensating Interest Payments. The Master Servicer Each of Cendant and WMBFA shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Master Servicer Collection Account (other not later than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Sub-Servicer Remittance Date, without any right of reimbursement therefor, Date immediately preceding the related Distribution Date an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect amounts determined pursuant to clauses (a) and (b) of the definition of Interest Shortfall as calculated with respect to Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special sub-serviced by such Sub-Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and Prepayment Period and (ii) the aggregate of (A) that portion of applicable Sub-Servicing Fee for such Distribution Date. NCM shall deposit in the Master Servicer’s Servicing Fees for Servicer Collection Account not later than the Sub-Servicer Remittance Date immediately preceding the related Distribution Date that is, in an amount equal to the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00250% per annum, aggregate amounts determined pursuant to clauses (a) and (Bb) all Prepayment of the definition of Interest Excesses received by the Master Servicer during such Collection Period Shortfall (other than amounts with respect to Voluntary Principal Prepayments in full) as calculated with respect to the Mortgage Loans (and, so long as a Loan Combination is sub-serviced under this Agreement, by NCM for the related Prepayment Period. The Master Servicer shall deposit in the Master Servicer Collection Account the amount of any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs as calculated with respect to a the Mortgage Loan as a result of the Master Servicer allowing Loans subserviced by NCM resulting from Voluntary Principal Prepayments in full during the related Mortgagor Prepayment Period. One Business Day prior to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related each Distribution Date, the Master Servicer shall pay, without regard to clause deposit into the Certificate Account the sum of (i) all Compensating Interest Payments received from the Sub-Servicers or made by the Master Servicer for such Distribution Date and (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment. Compensating Interest Payments with respect required to be made by a Serviced Loan Combination Sub-Servicer but not made by such Distribution Date (provided that the amount determined pursuant to (ii) shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and not exceed the Master Servicer shall pay Compensation for such Distribution Date). All amounts required to be deposited into the portion of such Compensating Interest Payments allocable to Master Servicer Collection Account by a related Serviced Pari Passu Companion Loan to Sub-Servicer or the holder thereof.Master Servicer pursuant to

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Specially Serviced Loans, the Non-Serviced Mortgage Loans) , and any related Serviced Pari Passu Companion Loan(s) (in each case Defaulted Mortgage Loans), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which Condemnation Proceeds, during the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for during the one month period ending on the Determination Date immediately preceding the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Mortgage Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.01% per annum, annum with respect to each Mortgage Loan (and related REO Mortgage Loan) and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and made by the Master Servicer shall pay for the portion of such Non-Serviced Mortgage Loans and an Other Master Servicer will not be required to make Compensating Interest Payments allocable to a related on the Non-Serviced Pari Passu Companion Loan to the holder thereofMortgage Loans.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than the Outside Specially Serviced Loans, the Non-Serviced Mortgage Loans) , and any related Serviced Pari Passu Companion Loan(s) (in each case Defaulted Mortgage Loans), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan Condemnation Proceeds or any related Serviced Pari Passu Companion Loan on which otherwise incurred with the consent of the Special Servicer allowed a prepayment on a date other than or the applicable Due Date) for Controlling Class Representative, during the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan, REO Mortgage Loan and REO Serviced Companion Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.0025% per annum, annum for the related Distribution Date and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Mortgage Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for the Non-Serviced Mortgage Loans and the Other Master Servicer will not be required to make Compensating Interest Payments on the Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a Serviced Companion Loan Combination shall be allocated between the related Mortgage Loan and paid to the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereofHolder.

Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, amount equal to the lesser of: of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside Specially Serviced Loans, the Non-Serviced Mortgage Loans) , and any related Serviced Pari Passu Companion Loan(s) (in each case Defaulted Mortgage Loans), other than a Specially Serviced Loan Principal Prepayments received in connection with the receipt of Insurance Proceeds or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which Condemnation Proceeds, during the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and most recently ended Prepayment Period, and (ii) the aggregate sum of (A) that portion of the Master Servicer’s aggregate Servicing Fees for during the one month period ending on the Determination Date immediately preceding the related Distribution Date that is, in the case of with respect to each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Mortgage Loan for which such Servicing Fees are being paid in such Collection Prepayment Period, calculated at up to a maximum rate of 0.002500.01% per annum, annum with respect to each Mortgage Loan (and related REO Mortgage Loan) and (B) all Prepayment Interest Excesses received by during the Master Servicer during such Collection related Prepayment Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceedsthereon), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, ; provided that the Master Servicer shall pay, pay (without regard to clause (ii) above) the aggregate of the preceding paragraph, the amount of the all Prepayment Interest Shortfall with respect to such Mortgage Loan Shortfalls otherwise described in clause (i) of the preceding paragraph above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans during the most recently ended Prepayment Period to the extent such Prohibited PrepaymentPrepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and made by the Master Servicer shall pay for the portion of such Non-Serviced Mortgage Loans and the Other Master Servicer will not be required to make Compensating Interest Payments allocable to a related on the Non-Serviced Pari Passu Companion Loan to the holder thereofMortgage Loans.