Common use of Compensation to the Special Servicer Clause in Contracts

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO PropertyProperty in whole or in part (whether arising pursuant to a sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO PropertyProperty (whether arising pursuant to a sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided provided, however, that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan 303 becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds proceeds received in connection with a full or partial liquidation (net of related costs and expenses of such liquidation) of a Specially Serviced Mortgage Loan or REO PropertyProperty (whether arising pursuant to a sale, condemnation, casualty or otherwise). With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds or Insurance Proceeds received in connection with, each such acquired property as the Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to Notwithstanding the excessforegoing, if any, a Servicing Transfer Event described in clause (vi) of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred definition thereof occurs with respect to such the President Plaza Mortgage Loans during Loan and/or the same Collection Period. If President Plaza B Note, no Special Servicing Fee shall be payable with respect to the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until President Plaza B Note unless the related A/B Mortgage Loan becomes is a Specially Serviced Mortgage Loan or until and an actual event of default occurs with respect thereto pursuant to the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loanloan documents.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Final Disposition of a Specially Serviced Mortgage Loan or REO Property. With respect Notwithstanding any other provision herein, the Special Servicing Fee for each monthly period relating to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence Determination Date shall be construed on a property-by-property basis to refer separately reduced by an amount equal to the acquired real property that is a successor Compensating Interest, if any, relating to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee Specially Serviced Mortgage Loans which have received voluntary Principal Prepayments not from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each or from modifications of Specially Serviced Mortgage Loans for such acquired property as the Liquidation Proceeds related to that property are receivedDetermination Date. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan remains a Rehabilitated Mortgage Loan. No servicing compensation of any nature will be allocated to be the Fox Hill Run B Note, or payable by the holder of the Fox Hill Run B Note, except for Work-Out Fees and Special Servicer Compensation payable during the period in which the Fox Hill Run A/B Mortgage Loan is a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed or, with respect to Work-Out Fees, a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan remains a Rehabilitated Mortgage Loan. No servicing compensation of any nature will be allocated to be the Congress Center B Note, or payable by the holder of the Congress Center B Note, except for Work-Out Fees and Special Servicer Compensation payable during the period in which the Congress Center A/B Mortgage Loan is a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed or, with respect to Work-Out Fees, a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds or Insurance Proceeds received in connection with, each such acquired property as the Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the applicable Master Servicer within one (1) Business Day of receipt thereof, and deposited by the applicable Master Servicer in the Collection applicable Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO PropertyProperty in whole or in part (whether arising pursuant to a sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor -221- such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan remains a Rehabilitated Mortgage Loan. No servicing compensation of any nature will be allocated to be the College Park Apartments B Note, or payable by the holder of the College Park Apartments B Note, except for Work-Out Fees, Liquidation Fees (to the extent set forth in the related Intercreditor Agreement) and other Special Servicer Compensation payable during the period in which the College Park Apartments A/B Mortgage Loan is a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed or, with respect to Work-Out Fees, a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO PropertyProperty (whether arising pursuant to a sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout WorkOut Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be remains a Rehabilitated Mortgage Loan. If Mortgage Loan No. 1 on the Mortgage Loan Schedule becomes a Specially Serviced Mortgage Loan Loan, the Special Servicer shall remit to Babson, as primary servicer of such that Mortgage Loan, the Westin Primary Special Servicing Fee on the fifteenth (15th) day (or if not a Business Day, the next succeeding Business Day) of the applicable month. During the period during which Mortgage Loan would be deemed No. 1 is a Rehabilitated Specially Serviced Mortgage Loan but for Loan, Babson shall (i) inspect the related Mortgaged Property quarterly and provide the Special Servicer with a property inspection report; provided, however, that Babson will not contact the Mortgagor having not yet made, as or the manager of the date of such termination or resignationMortgaged Property in connection therewith, three (3ii) timely Scheduled Payments required by provide to the terms Special Servicer, the Servicer Mortgage File and a summary of the workout; provided that in either case no other event has occurred as status of the Mortgagor and the Mortgaged Property at the time of the Special servicing transfer and (iii) prepare and deliver to the Master Servicer’s termination , at its own expense, any endorsements and assignments required pursuant to Section 1.6(b), and, in the case of clause (iii), whether or resignation that would otherwise cause not such Mortgage Loan to again become is a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Final Disposition of a Specially Serviced Mortgage Loan or REO Property. With respect Notwithstanding any other provision herein, the Special Servicing Fee for each monthly period relating to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence Determination Date shall be construed on a property-by-property basis to refer separately reduced by an amount equal to the acquired real property that is a successor Compensating Interest, if any, relating to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee Specially Serviced Mortgage Loans which have received voluntary Principal Prepayments not from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each or from modifications of Specially Serviced Mortgage Loans for such acquired property as the Liquidation Proceeds related to that property are receivedDetermination Date. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced 159 169 Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of for such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage LoanDistribution Date.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO Property. With respect Notwithstanding any other provision herein, the Special Servicing Fee for each monthly period relating to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence Determination Date shall be construed on a property-by-property basis to refer separately reduced by an amount equal to the acquired real property that is a successor Compensating Interest, if any, relating to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee Specially Serviced Mortgage Loans which have received voluntary Principal Prepayments not from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each or from modifications of Specially Serviced Mortgage Loans for such acquired property as the Liquidation Proceeds related to that property are receivedDetermination Date. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans or Companion Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Companion Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage LoanDistribution Date.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan remains a Rehabilitated Mortgage Loan. No servicing compensation of any nature will be allocated to be the Beachwood Place Mall B Note or the Beachwood Place Mall C Note, or payable by the holder of the Beachwood Place Mall B Note or the Beachwood Place Mall C Note, except for Work-Out Fees, Liquidation Fees (to the extent set forth in the related Intercreditor Agreement) and other Special Servicer Compensation payable during the period in which the Beachwood Place Mall A/B Mortgage Loan is a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed or, with respect to Work-Out Fees, a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan remains a Rehabilitated Mortgage Loan. No servicing compensation of any nature will be allocated to be any of the PCF B Notes, or payable by the holder of the related PCF B Note, except for Work-Out Fees, Liquidation Fees (to the extent set forth in the related Intercreditor Agreement) and other Special Servicer Compensation payable during the period in which the related PCF A/B Mortgage Loan is a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed or, with respect to Work-Out Fees, a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer 280 shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of 222 the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and Fee, (iii) the Workout Work-Out Fee and (iv) the Special Servicing Stand-by Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection -219- Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO PropertyProperty (whether arising pursuant to a sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Work-Out Fees payable in respect of (i) any on Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan remains a Rehabilitated Mortgage Loan. No servicing compensation of any nature will be allocated to be the Water Street Plaza B Note, or payable by the holder of the Water Street Plaza B Note, except for Work-Out Fees, Liquidation Fees (to the extent set forth in the related Intercreditor Agreement) and other Special Servicer Compensation payable during the period in which the Water Street Plaza A/B Mortgage Loan is a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed or, with respect to Work-Out Fees, a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO Property. With respect Notwithstanding any other provision herein, the Special Servicing Fee for each monthly period relating to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “REO Property” in the preceding sentence Determination Date shall be construed on a property-by-property basis to refer separately reduced by an amount equal to the acquired real property that is a successor Compensating Interest, if any, relating to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee Specially Serviced Mortgage Loans which have received voluntary Principal Prepayments not from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each or from modifications of Specially Serviced Mortgage Loans for such acquired property as the Liquidation Proceeds related to that property are receivedDetermination Date. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time of for such termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage LoanDistribution Date.

Compensation to the Special Servicer. (a) As compensation for its activities hereunder, the applicable Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii) the Workout Work-Out Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof, and deposited by the Master Servicer in the Collection Certificate Account. The Special Servicer shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO PropertyProperty (whether arising pursuant to a sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to “"REO Property” " in the preceding sentence shall be construed on a property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of which have received voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to for such Mortgage Loans during the same Collection Periodfor such Distribution Date. If the a Special Servicer resigns or is terminated or resignsfor any reason, the Special Servicer it shall retain the right (and to receive any Work-Out Fees payable on the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that while it acted as Special Servicer and that were still remained Rehabilitated Mortgage Loans at the time of such resignation or termination or resignation and (ii) any Mortgage Loans that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any so long as such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan would be deemed remains a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.