Common use of Special Servicer Compensation Clause in Contracts

Special Servicer Compensation. The Special Servicer shall be entitled to reasonable compensation for services rendered by it hereunder, payable on each Remittance Date from amounts in the Collection Account, in an amount equal to the Special Servicing Fee, with respect to each Specially Serviced Mortgage Loan. The Special Servicer will also be entitled to receive, in addition to the Special Servicing Fee, the Disposition Fee with respect to any Specially Serviced Mortgage Loan or REO Property that is sold, transferred or otherwise liquidated. The Special Servicer will also be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in any REO Account, (ii) all additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable with respect to Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were Corrected Mortgage Loans at the time of such termination (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Mortgage Loan ceases to be payable in accordance with the terms hereof, and all late payment charges (to the extent not used to pay interest on Advances), late fees (to the extent not used to pay interest on Advances) and fees relating to assumptions, substitutions, modifications, extensions, and like actions collected with respect to the Specially Serviced Mortgage Loans (other than NSF check charges and default interest to the extent not used to pay interest on Advances).

Special Servicer Compensation. The As consideration for servicing the Specially Serviced Mortgage Loans, the Special Servicer shall be entitled to reasonable the following compensation: (a) As compensation for services rendered by it hereunderservicing each Specially Serviced Mortgage Loan, payable on each Remittance Date from amounts in the Collection Account, in an amount equal to the Special Servicer shall be paid the Special Servicer Fee and shall retain the Servicing Fee, Fee with respect to each Specially Serviced Mortgage Loan for any calendar month or part thereof that such Mortgage Loan was a Specially Serviced Mortgage Loan. The Special Servicer will also be entitled to receive, in addition to the shall not receive a Special Servicing Fee, the Disposition Servicer Fee with respect to for any Specially Serviced Resolved Mortgage Loan or REO Property that is sold, transferred or otherwise liquidated. The Special Servicer will also be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in any REO Account, (ii) all additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that . (i) If a new Workout Fee will become payable if and when such Severely Delinquent Mortgage Loan again becomes which has not previously been converted to a Corrected Resolved Mortgage Loan is converted to a Paid-Off Mortgage Loan or Foreclosed Mortgage Loan. If , the Incentive Fee is calculated and the Special Servicer shall record such amount on the Incentive Register. (A) If a Severely Delinquent Mortgage Loan is terminated (other than for cause) converted to a Modified Mortgage Loan or resignsa Reinstated Mortgage Loan which has not previously been converted to a Modified Mortgage Loan or a Reinstated Mortgage Loan, it shall retain the right to receive any Incentive Fee is calculated and all Workout Fees payable with respect to Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer shall record in its records such amount relating to that particular Modified Mortgage Loan or Reinstated Mortgage Loan but shall not include such amount in the Incentive Register. (B) If such Modified Mortgage Loan or Reinstated Mortgage Loan subsequently becomes a Severely Delinquent Mortgage Loan, and were Corrected is converted to a Foreclosed Mortgage Loans at Loan or a Paid-Off Mortgage Loan: (1) If the time Net Resolution Proceeds of such termination (Foreclosed Mortgage Loan or Paid-Off Mortgage Loan equal 100% or more of the unpaid principal balance of such mortgage loan, then the Incentive Fee is not recalculated and the successor related Incentive Fee, as recorded by the Special Servicer pursuant to subheading (b)(ii)(A) of this Section, shall be recorded on the Incentive Register. (2) If the Net Resolution Proceeds of such Foreclosed Mortgage Loan or Paid-Off Mortgage Loan are less than 100% of the unpaid principal balance of such mortgage loan, then the Incentive Fee is recalculated and the Special Servicer shall record such amount on the Incentive Register. (iii) If a Severely Delinquent Mortgage Loan is converted to a Modified Mortgage Loan or a Reinstated Mortgage Loan which has previously been converted to a Modified Mortgage Loan or a Reinstated Mortgage Loan, the Incentive Fee is not recalculated. (i) Subject to clause (e) below, on the Determination Date in each calendar month, if the balance of the Incentive Register is greater than zero, the Special Servicer shall withdraw such amount from the Collection Account and deposit such amount in the Incentive Fee Account, and the balance of the Incentive Register shall be adjusted by the amount deposited in the Incentive Fee Account. (ii) On the first business day of each calendar month, if the balance of the Incentive Register is less than zero, the Special Servicer shall withdraw from the Incentive Fee Account, to the extent of funds available in the Incentive Fee Account, an amount equal to the negative Incentive Fee amount and deposit such amounts in the Collection Account. The balance of the Incentive Register will be adjusted by the amount deducted from the Incentive Fee Account. (iii) The Special Servicer shall be entitled to any amount on deposit in the Incentive Fee Account on the first business day of the twelfth calendar month following the Closing Date. Thereafter, the Special Servicer shall be entitled to any amount on deposit in the Incentive Fee Account every six calendar months on the first business day of each such sixth calendar month. (d) The Special Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. (e) If on any portion of such Workout Fees)date specified in clause (c)(i) above, the Master Servicer determines that either (i) a Stepup Trigger will be in each case until effect on the Workout Fee for any such Mortgage Loan ceases to be succeeding Distribution Date or (ii) the OC Amount is less than the Targeted OC Amount, amounts otherwise payable in accordance with the terms hereof, and all late payment charges (to the extent not used to pay interest on Advances)Incentive Fee Account as provided in clause (c)(i) above will be so deposited, late fees (to if at all, only in the extent not used to pay interest on Advances) and fees relating to assumptions, substitutions, modifications, extensions, and like actions collected with respect to the Specially Serviced Mortgage Loans (other than NSF check charges and default interest to the extent not used to pay interest on Advancespriority set forth in Section 4.01(a).

Special Servicer Compensation. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan; provided that any Special Servicing Fee allocable to a Companion Participation shall be paid only from amounts allocated to such Companion Participation in accordance with the related Participation Agreement. As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the outstanding principal balance of such Specially Serviced Loan as of the first Business Day following the Determination Date in the immediately preceding calendar month and in the same manner as interest is calculated on the Specially Serviced Loans and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be payable monthly, on an asset-by-asset basis, in accordance with the provisions of Section 3.03(b). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall be required to pay all expenses related to the Special Servicer’s internal costs consisting as overhead and employees expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. (b) The Special Servicer shall be entitled to reasonable compensation for services rendered by it hereunder, payable on each Remittance Date from amounts in the Collection Account, in an amount equal to the Special Servicing Fee, with respect to each Specially Serviced Mortgage Loan. The Special Servicer will also be entitled to receive, in addition to the Special Servicing Fee, the Disposition Fee with respect to any Specially Serviced Mortgage Loan or REO Property that is sold, transferred or otherwise liquidated. The Special Servicer will also be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in any REO Account, (ii) all additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Commercial Real Estate Loan for so long as it remains a Corrected Mortgage Loan; provided that any Workout Fee allocable to a Companion Participation shall be paid only from amounts allocated to such Companion Participation in accordance with the related Participation Agreement. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan Commercial Real Estate Loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such Mortgage Specially Serviced Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable with in respect to Mortgage of Commercial Real Estate Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were Corrected Mortgage Loans at prior to the time of such termination or resignation, except the Workout Fees will no longer be payable if the Commercial Real Estate Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Obligor had not had sufficient time to make three (3) consecutive timely Monthly Payments and which subsequently becomes a Corrected Loan as a result of the Obligor making such three (3) consecutive timely Monthly Payments. The successor Special Servicer shall will not be entitled to any portion of such Workout Fees), Fees to which the predecessor Special Servicer is entitled pursuant to the preceding two (2) sentences. The Special Servicer shall be entitled to a Liquidation Fee with respect to each Specially Serviced Loan as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in each case until the Workout definition of Liquidation Fee for any (such Mortgage Loan ceases Liquidation Fee to be payable paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds); provided that any Liquidation Fee allocable to a Companion Participation shall be paid only from amounts allocated to such Companion Participation in accordance with the terms hereofrelated Participation Agreement. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with (w) the repurchase of any Commercial Real Estate Loan by the Seller for a breach of representation or warranty or for defective or deficient Commercial Real Estate Loan documentation so long as such repurchase is completed within the period (including any extension thereof) provided for such repurchase in the Collateral Interest Purchase Agreement (x) the sale of any Commercial Real Estate Loan or Collateral Interest pursuant to Section 12.1 of the Indenture, or (y) the purchase of a Specially Serviced Loan or REO Property by any lender or Companion Participation Holder pursuant to any purchase option. If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Commercial Real Estate Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall be entitled to receive only a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Commercial Real Estate Loan. (c) As further compensation for its activities hereunder, the Special Servicer shall be entitled to retain, and all late payment charges (shall not be required to deposit in the extent not used Collection Account or the Participated Loan Collection Account pursuant to pay interest on Advances)Section 3.03 or any REO Account pursuant to Section 3.13, late fees (to the extent not used to pay interest on Advances) and fees relating to assumptions, substitutions, modifications, extensions, and like actions collected amounts constituting Additional Special Servicing Compensation with respect to the Specially Serviced Mortgage Loans (other than NSF check charges and default interest to the extent not used to pay interest on Advances)Commercial Real Estate Loans.

Special Servicer Compensation. The (a) Subject to Section 6.16(c), as compensation for its activities hereunder, the Special Servicer shall be entitled to reasonable compensation for services rendered by it hereunder, payable on each Remittance Date from amounts in receive the Collection Account, in an amount equal to the Basic Special Servicing Fee, Fee with respect to each Specially Serviced Mortgage Loan. The Special Servicer will also be entitled As to receiveeach Specially Serviced Mortgage Loan, in addition to the Basic Special Servicing Fee, Fee shall be the Disposition product of the Basic Special Servicing Fee with respect to any Rate and the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Property that Loan as of the Due Date in the prior calendar month calculated for the same period respecting which any related interest payment on each such Specially Serviced Mortgage Loan is sold, transferred or otherwise liquidatedcalculated. The Basic Special Servicing Fee with respect to each Specially Serviced Mortgage Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof. As to each Specially Serviced Mortgage Loan, earned but unpaid Basic Special Servicing Fee shall be payable monthly out of general collections on the Mortgage Loans on deposit in the Collection Account, and to the extent provided in Section 4.03. (b) As further compensation for its activities hereunder the Special Servicer will also shall be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in any REO Account, (ii) all additional servicing compensation in receive the form of a Workout Fee with respect to each Corrected Mortgage Loan at Loan. The Workout Fee shall be payable from, and shall be calculated by application of the Workout Fee Rate to, each collection of interest (other than Default Interest and Excess Interest) and principal received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again a 116 Servicing Transfer Event occurs with respect thereto or if the related Mortgaged Property becomes a Specially Serviced Mortgage Loanan REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) cause or resignsresigns in accordance with Section 3.06, it shall retain the right to receive any and all Workout Fees payable with in respect to of Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were Corrected Mortgage Loans still such at the time of such termination or resignation (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Mortgage Loan loan ceases to be payable in accordance with the terms hereofpreceding sentence. (c) As further compensation for its activities hereunder, and all late payment charges (the Special Servicer shall also be entitled to the extent not used to pay interest on Advances), late fees (to the extent not used to pay interest on Advances) and fees relating to assumptions, substitutions, modifications, extensions, and like actions collected receive a Liquidation Fee with respect to the each Specially Serviced Mortgage Loans Loan as to which it receives any full, partial or discounted payoff or any Liquidation Proceeds (other than in connection with the purchase of any such Specially Serviced Mortgage Loan or REO Property (i) by the Special Servicer, a Monitoring Certificateholder, the Master Servicer or the Depositor (unless such purchase is by the Depositor or the related Mortgage Loan Seller pursuant to Section 2.04 and such purchase is made by the Depositor or the related Mortgage Loan Seller after the time frame specified in Section 2.04) or (ii) pursuant to Section 12.01). As to each such Specially Serviced Mortgage Loan or REO Property, the Liquidation Fee shall be payable from, and shall be calculated by application of the Liquidation Fee Rate to, such full, partial or discounted payoff and/or such Liquidation Proceeds (net of the related costs and expenses associated with related liquidation). No Liquidation Fee will be payable with respect to any Specially Serviced Mortgage Loan solely by virtue of such Mortgage Loan becoming a Corrected Mortgage Loan. (d) Notwithstanding anything to the contrary herein, a Liquidation Fee and a Workout Fee relating to the same Mortgage Loan shall not be paid from the same proceeds on or with respect to such Mortgage Loan. (e) Subject to the Special Servicer's right to employ Sub-Servicers, the Special Servicer's right to receive the Basic Special Servicing Fee, the Workout Fee and/or the Liquidation Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer's responsibilities and obligations under this Agreement. (f) The Special Servicer shall also be entitled to receive as part of its servicing compensation net investment income pursuant to Section 6.06(c) and certain fees described in clause (2) of Section 4.02(c) with respect to any Specially Serviced Mortgage Loan (subject to 4.08(d) and except for NSF check charges charges) and default interest to the extent not used to pay interest on Advances)as otherwise permitted under this Agreement.

Special Servicer Compensation. The (a) Subject to Section 6.16(c), as compensation for its activities hereunder, the Special Servicer shall be entitled to reasonable compensation for services rendered by it hereunder, payable on each Remittance Date from amounts in receive the Collection Account, in an amount equal to the Basic Special Servicing Fee, Fee with respect to each Specially Serviced Mortgage Loan. The Special Servicer will also be entitled As to receiveeach Specially Serviced Mortgage Loan, in addition to the Basic Special Servicing Fee, Fee shall be the Disposition product of the Basic Special Servicing Fee with respect to any Rate and the Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Property that Loan as of the Due Date in the prior calendar month calculated for the same period respecting which any related interest payment on each such Specially Serviced Mortgage Loan is sold, transferred or otherwise liquidatedcalculated. The Basic Special Servicing Fee with respect to each Specially Serviced Mortgage Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof. As to each Specially Serviced Mortgage Loan, earned but unpaid Basic Special Servicing Fee shall be payable monthly out of general collections on the Mortgage Loans on deposit in the Collection Account, and to the extent provided in Section 4.03. (b) As further compensation for its activities hereunder the Special Servicer will also shall be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in any REO Account, (ii) all additional servicing compensation in receive the form of a Workout Fee with respect to each Corrected Mortgage Loan at Loan. The Workout Fee shall be payable from, and shall be calculated by application of the Workout Fee Rate to, each collection of interest (other than Default Interest and Excess Interest) and principal received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again a Servicing Transfer Event occurs with respect thereto or if the related Mortgaged Property becomes a Specially Serviced Mortgage Loanan REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) cause or resignsresigns in accordance with Section 3.06, it shall retain the right to receive any and all Workout Fees payable with in respect to of Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were Corrected Mortgage Loans still such at the time of such termination or resignation (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Mortgage Loan loan ceases to be payable in accordance with the terms hereofpreceding sentence. (c) As further compensation for its activities hereunder, the Special Servicer shall also be entitled to receive a Liquidation Fee with respect to each Specially Serviced Mortgage Loan as to which it receives any full, partial or discounted payoff or any Liquidation Proceeds (other than in connection with the purchase of any such Specially Serviced Mortgage Loan or REO Property (i) by the Special Servicer or the Directing Certificateholder or (ii) pursuant to Section 12.01). As to each such Specially Serviced Mortgage Loan or REO Property, the Liquidation Fee shall be payable from, and shall be calculated by application of the Liquidation Fee Rate to, such full, partial or discounted payoff and/or such Liquidation Proceeds (net of the related costs and expenses associated with related liquidation). No Liquidation Fee will be payable with respect to any Specially Serviced Mortgage Loan solely by virtue of such Mortgage Loan becoming a Corrected Mortgage Loan. (d) Notwithstanding anything to the contrary herein, a Liquidation Fee and a Workout Fee relating to the same Mortgage Loan shall not be paid from the same proceeds on or with respect to such Mortgage Loan. (e) Subject to the Special Servicer's right to employ Sub-Servicers, the Special Servicer's right to receive the Basic Special Servicing Fee, the Workout Fee and/or the Liquidation Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer's responsibilities and obligations under this Agreement. (f) The Special Servicer shall also be entitled to receive as part of its servicing compensation net investment income pursuant to Section 6.06(c) and certain fees described in clause (2) of Section 4.02(c) with respect to any Specially Serviced Mortgage Loan (subject to 4.08(d) and except for NSF check charges) and as otherwise permitted under this Agreement. (g) The Special Servicer shall be entitled to receive the following items as additional servicing compensation (the following items, collectively, "Additional Special Servicing Compensation") (i) any and all Net Assumption Fees, modification fees, extension fees, consent fees, waiver fees, late payment charges fees and default interest (to the extent not used required to pay offset accrued and unpaid interest on Advancescalculated at the Advance Rate pursuant to Section 4.03(a) below), late earnout fees (to the extent not used to pay interest and charges for beneficiary statements or demands that are actually received on Advances) and fees relating to assumptions, substitutions, modifications, extensions, and like actions collected or with respect to the Specially Serviced Mortgage Loans or REO Mortgage Loans; (ii) pursuant to Sections 3.18(d), 4.08(d) and 4.12, 50% of any and all Net Assumption Fees, modification fees, extension fees, consent fees, waiver fees and earnout fees that are actually paid by a Mortgagor with respect to Mortgage Loans, that are not Specially Serviced Mortgage Loans and for which the Master Servicer has not engaged a subservicer; (iii) pursuant to Sections 3.18(d), 4.08(d) and 4.12, 12.5% of any and all Net Assumption Fees, modification fees, extension fees, consent fees, waiver fees and earnout fees that are actually paid by a Mortgagor with respect to Mortgage Loans, that are not Specially Serviced Mortgage Loans and for which the Master Servicer has engaged a subservicer; and (iv) interest or other than NSF check charges and default interest income earned on deposits in the REO Account, if established, in accordance with Section 6.06. To the extent that any of the amounts described in this Section 6.13(g) are collected by the Master Servicer, the Master Servicer shall promptly pay such amounts to the extent Special Servicer and shall not used be required to pay interest on Advancesdeposit such amounts in the Collection Account pursuant to Section 4.02(c).