Common use of Incentive Fees Clause in Contracts

Incentive Fees. Schedule 2.9(k) of the Seller Parties Disclosure Letter sets forth certain incentive fees that the applicable Target Companies shown thereon will be obligated to pay. With respect to the Development Management and Lease Up Agreements with Xxxxxxxx Industrial Properties, Inc. (“Xxxxxxxx”) set forth on Schedule 2.9(k) of the Seller Parties Disclosure Letter, Seller Parties have caused the applicable Target Companies on or prior to the date hereof to enter into amendments to such agreements shown on Schedule 2.9(k) of the Seller Parties Disclosure Letter, pursuant to which the parties thereto have agreed upon a fixed amount that will serve as payment in full of all fees and other payments due to Xxxxxxxx under the applicable agreements, and Seller Parties shall be solely responsible for payment of such amounts, and shall cause such amounts to be paid in full at or prior to Closing. With respect to the Project Management Agreement with Verus Partners, LLC (“Verus”) shown on Schedule 2.9(k) of the Seller Parties Disclosure Letter, if all amounts due thereunder have not been paid in full to Verus at or prior to Closing, with reasonable evidence thereof provided to Buyer, Seller Parties shall be obligated at Closing to deliver to Buyer (a) evidence of all lien waivers related to the construction work being performed at the applicable Property and managed by Verus pursuant to the Project Management Agreement (the “Lien Waivers”) and (b) written acknowledgement from Verus of the maximum amount that could be due to Verus under such Project Management Agreement (the “Maximum Verus Payment”), and Seller Parties shall credit Buyer the Maximum Verus Payment at Closing. Buyer after Closing shall pay Verus the Maximum Verus Payment when due under the terms of the Project Management Agreement, less any amounts that may be owed to contractors or other parties in connection with the work contemplated by the Project Management Agreement (which amounts shall be paid to such contractors from the Maximum Verus Payment, or, if such contractors have already been paid by or on behalf of Seller Parties, such amounts shall be paid to Seller Parties). Notwithstanding anything to the contrary contained herein, if Seller Parties are unable to provide all of the Lien Waivers at Closing, Seller Parties shall have the right to bond over or otherwise cause the Title Company to insure against the same (which bond or insurance shall be reasonably satisfactory to Buyer in form and substance); provided, however, that Verus’ written acknowledgment that all Lien Waivers shall be provided upon payment the Maximum Verus Payment (as adjusted).

Incentive Fees. Schedule 2.9(ki. Servicer shall be entitled to an incentive fee (a “Non-Foreclosure Incentive Fee”) with respect to each (a) deed-in-lieu of foreclosure obtained by the Servicer, or (b) discounted liquidation of Mortgaged Property (or other Collateral) effectuated by the Servicer (a “Short Sale”), in connection with a defaulted Mortgage Loan. The Non-Foreclosure Incentive Fee shall be equal to one twelfth of the product of (x) the Loan Rate of the related Loan, and (y) the unpaid principal balance of the related Loan, both calculated as of the date such deed-in-lieu is obtained or the date on which such Short Sale proceeds are received in respect of the related Loan, as applicable. Such Non-Foreclosure Incentive Fee shall be payable on the Servicer Remittance Date immediately following the date on which such deed-in-lieu is obtained or the date on which such Short Sale proceeds are received, as applicable. ii. Capitalized terms used but not otherwise defined in this subsection shall have the meanings set forth in the Single Family Shared-Loss Agreement and the Commercial Shared-Loss Agreement (collectively, the “Loss Share Agreements”). At such time that at least ninety percent (90%) of the Seller Parties Disclosure Letter sets forth certain incentive fees that Shared-Loss Loans (which percentage shall be based upon the applicable Target Companies shown thereon will be obligated to pay. With respect aggregate unpaid principal balance of all Shared-Loss Loans at such time in comparison to the Development Management and Lease Up Agreements with Xxxxxxxx Industrial Properties, Inc. (“Xxxxxxxx”) set forth on Schedule 2.9(k) aggregate unpaid principal balance of all Shared-Loss Loans serviced under the Agreement as of the Seller Parties Disclosure Letterdate of this Appendix) are no longer covered under the Loss Share Agreements (the “Loss Share Incentive Determination Date”), Seller Parties have caused Servicer shall be entitled to an incentive fee (the applicable Target Companies on or prior “Loss Share Incentive Fee”). The Loss Share Incentive Fee shall be equal to the date hereof to enter into amendments to such agreements shown on Schedule 2.9(k) product of the Seller Parties Disclosure Letter, pursuant to which the parties thereto have agreed upon a fixed amount that will serve as payment in full of all fees and other payments due to Xxxxxxxx under the applicable agreements, and Seller Parties shall be solely responsible for payment of such amounts, and shall cause such amounts to be paid in full at or prior to Closing. With respect to the Project Management Agreement with Verus Partners, LLC (“Verus”) shown on Schedule 2.9(k) of the Seller Parties Disclosure Letter, if all amounts due thereunder have not been paid in full to Verus at or prior to Closing, with reasonable evidence thereof provided to Buyer, Seller Parties shall be obligated at Closing to deliver to Buyer (a) evidence of all lien waivers related to the construction work being performed at the applicable Property and managed by Verus pursuant to the Project Management Agreement two percent (the “Lien Waivers”2%) and (b) written acknowledgement from Verus the difference between the amount of the maximum Projected Total Loss (defined below) and Five Hundred Thirty-Three Million and 00/100 Dollars ($533,000,000). The Projected Total Loss shall be an amount that could be due equal to Verus the sum of (x) the aggregate amount of the Cumulative Loss Amounts under such Project Management the Single Family Shared-Loss Agreement and the cumulative Shared-Loss Amounts under the Commercial Shared-Loss Agreement at the time of the Loss Share Incentive Determination Date, and (y) the estimated amount of Losses (as calculated under the Loss Share Agreements) for the remaining Shared-Loss Loans as mutually agreed by Owner and Servicer (the “Maximum Verus PaymentRemaining Loss Amount”). If the amount of the Loss Share Incentive Fee is equal to $0 or is negative, then Servicer shall not receive a Loss Share Incentive Fee, nor shall Servicer be required to pay any amounts to Owner. In the event Owner and Seller Parties Servicer are unable to agree on the Remaining Loss Amount after having negotiated such matter, in good faith, for a fifteen (15) day period following the Loss Share Incentive Determination Date, then the Remaining Loss Amount shall credit Buyer be determined by an independent third party evaluator mutually selected by the Maximum Verus Payment at Closing. Buyer after Closing Owner and Servicer, which party shall pay Verus the Maximum Verus Payment when due have such expertise in matters concerning calculations under the terms Loss Share Agreements as the parties agree is relevant. In the event Owner and Servicer are unable to agree on a mutually acceptable independent third party evaluator within twenty (20) days after the Loss Share Incentive Determination Date, then Owner and Servicer shall each select their own independent third party evaluator upon two (2) days’ written notice to the other party, whereupon the two (2) independent third party evaluators shall then select another neutral independent third party evaluator within ten (10) days thereafter. Within ten (10) days after the last to occur of the Project Management Agreementselection of a mutually acceptable third party evaluator by Owner and Servicer or the selection of the three member panel of independent third party evaluators as set forth above, less any amounts that may be owed the evaluator or evaluators, as applicable, shall determine the Remaining Loss Amount and provide the same in writing to contractors or other parties in connection with the work contemplated Owner and Servicer. Any determination by the Project Management Agreement (which amounts evaluator(s) shall be paid conclusive and binding on the parties hereto and not be subject to such contractors from the Maximum Verus Payment, or, if such contractors have already been paid by or on behalf of Seller Parties, such amounts further dispute. The Loss Share Incentive Fee shall be paid payable to Seller PartiesServicer on the Servicer Remittance Date immediately following the date on which the Remaining Loss Amount is determined (either by mutually agreement of the parties or otherwise). Notwithstanding Furthermore, notwithstanding anything to the contrary contained hereinin the Agreement or this Appendix, if Seller Parties are unable in the event the Agreement is terminated pursuant to provide all Sections 5.2(b) or (c) of the Lien Waivers at ClosingAgreement after a date that is three (3) years after the date of this Appendix and prior to the Loss Share Incentive Determination Date, Seller Parties shall have then the right to bond over or otherwise cause the Title Company to insure against the same (which bond or insurance Loss Share Incentive Fee shall be reasonably satisfactory deemed to Buyer in form be earned by Servicer as of the date of termination and substance); provided, however, that Verus’ written acknowledgment that all Lien Waivers shall become due and payable immediately following the date on which the Remaining Loss Amount is determined and shall be provided upon payment calculated in the Maximum Verus Payment (manner set forth above after the Loss Share Incentive Determination Date. The terms of this subsection, as adjusted)well as the remedies available as a result of breaches thereof, shall survive any termination of the Agreement.

Incentive Fees. Schedule 2.9(k) A. An Incentive Fee equal to the product of the Seller Parties Disclosure Letter sets forth certain incentive fees that applicable Incentive Fee Percentage(s) in the applicable Target Companies shown thereon will be obligated to pay. With respect to Tax Liens Incentive Fee Percentage Chart below, multiplied by Adjusted Net Collections for Tax Liens during the Development Management and Lease Up Agreements with Xxxxxxxx Industrial PropertiesCollection Period, Inc. (“Xxxxxxxx”) set forth on Schedule 2.9(k) of the Seller Parties Disclosure Letter, Seller Parties have caused the applicable Target Companies on or prior to the date hereof to enter into amendments to such agreements shown on Schedule 2.9(k) of the Seller Parties Disclosure Letter, pursuant to which the parties thereto have agreed upon a fixed amount that will serve as payment in full of all fees and other payments due to Xxxxxxxx under the applicable agreements, and Seller Parties shall be solely responsible for payment of such amounts, and shall cause such amounts to be paid in full at or prior to Closing. With respect to the Project Management Agreement with Verus Partners, LLC (“Verus”) shown on Schedule 2.9(k) of the Seller Parties Disclosure Letter, if all amounts due thereunder have not been paid in full to Verus at or prior to Closing, with reasonable evidence thereof provided to Buyer, Seller Parties shall be obligated at Closing to deliver to Buyer (a) evidence of all lien waivers related to the construction work being performed at the applicable Property and managed by Verus pursuant to the Project Management Agreement (the “Lien Waivers”) and (b) written acknowledgement from Verus of the maximum amount that could be due to Verus under such Project Management Agreement (the “Maximum Verus Payment”), and Seller Parties shall credit Buyer the Maximum Verus Payment at Closing. Buyer after Closing shall pay Verus the Maximum Verus Payment when due under the terms of the Project Management Agreement, less any amounts that may be owed to contractors or other parties in connection with the work contemplated by the Project Management Agreement (which amounts shall be paid to the Servicer on the applicable Payment Dates. IFTLPB Ratio Greater Than IFTLPB Ratio Less Than Or Equal To Incentive Fee Percentage 50% 100% 1.0% 25% 50% 2.5% 15% 25% 3.5% 0% 15% 6.0% B. Any increase in the applicable Incentive Fee Percentage, as provided in this section, shall be effective as of the date on which the IFTLPB Ratio fell within the requisite range entitling the Servicer to an increased Incentive Fee, and shall apply only to those Collections falling within such contractors requisite range. For purposes of calculating the applicable Incentive Fee in respect of Tax Liens hereunder, (i) the aggregate outstanding Incentive Fee Tax Lien Principal Balance of the Tax Liens being serviced hereunder shall exclude the Incentive Fee Tax Lien Principal Balance of any Tax Liens transferred to the Servicer from the Maximum Verus PaymentCo-Servicer, or, if such contractors have already been paid by or on behalf of Seller Parties, such amounts and (ii) the Net Collections relating to Tax Liens transferred to the Servicer from the Co-Servicer shall be paid included in Net Collections. C. In the event that a Tax Lien is charged-off pursuant to Seller Parties). Notwithstanding anything Sections 2.09(a) or 2.09(b)(iii) of this Servicing Agreement, all Lien Administration Expenses associated with said Tax Lien shall be subtracted from the aggregate amount of Lien Administration Expenses for all Tax Liens for the purpose of calculating Net Collections. D. In the event that the Issuer substitutes an Eligible Substitute Tax Lien pursuant to Section 2.04(d)(iii)(C) of the Indenture or Section 3.01(c)(iii)(C) of the applicable Purchase Agreement, as a result of a Tax Lien having become a Defective Tax Lien, then the resulting Substitution Amount shall be subtracted from the aggregate outstanding Incentive Fee Tax Lien Principal Balance of the Tax Liens being serviced hereunder. E. In the event that Tax Liens are transferred from the Co-Servicer to the contrary contained hereinServicer, if Seller Parties are unable to provide all of the Lien Waivers at Closing, Seller Parties shall have the right to bond over or otherwise cause the Title Company to insure against the same (which bond or insurance Servicer shall be reasonably satisfactory entitled to Buyer a fee, payable by the Issuer at the time of such transfer, in form the total amount of $100 per Tax Lien so transferred, subject to a maximum of $75,000 with respect to any such transfer. The REO Status Report will be a summary of information stored electronically and substance); providedwill include, howeverat a minimum, that Verus’ written acknowledgment that all the following fields: Tax ID Number Original Lien Waivers shall be provided upon payment the Maximum Verus Balance Current Lien Balance Property Description (Type) Land Only Single Family Multi Family Office Industrial Other Property Address Street City, ZIP Occupancy Status Property Management Company Information Name Contact Last Valuation Amount Last Valuation Date Last Inspection Date Estimated Holding and Liquidation Cost Estimated Liquidation Date Liens Redeemed From To: Account Number Redemption Date Count Initial Tax Lien Principal Balance Principal Payment (as adjusted).Accrued Interest Interest Payments Redemptive Value Overpayments

Incentive Fees. Schedule 2.9(k) A. An Incentive Fee equal to the product of the Seller Parties Disclosure Letter sets forth certain incentive fees that applicable Incentive Fee Percentage(s) in the applicable Target Companies shown thereon will be obligated to pay. With respect to Tax Liens Incentive Fee Percentage Chart below, multiplied by Adjusted Net Collections for Tax Liens during the Development Management and Lease Up Agreements with Xxxxxxxx Industrial PropertiesCollection Period, Inc. (“Xxxxxxxx”) set forth on Schedule 2.9(k) of the Seller Parties Disclosure Letter, Seller Parties have caused the applicable Target Companies on or prior to the date hereof to enter into amendments to such agreements shown on Schedule 2.9(k) of the Seller Parties Disclosure Letter, pursuant to which the parties thereto have agreed upon a fixed amount that will serve as payment in full of all fees and other payments due to Xxxxxxxx under the applicable agreements, and Seller Parties shall be solely responsible for payment of such amounts, and shall cause such amounts to be paid in full at or prior to Closing. With respect to the Project Management Agreement with Verus Partners, LLC (“Verus”) shown on Schedule 2.9(k) of the Seller Parties Disclosure Letter, if all amounts due thereunder have not been paid in full to Verus at or prior to Closing, with reasonable evidence thereof provided to Buyer, Seller Parties shall be obligated at Closing to deliver to Buyer (a) evidence of all lien waivers related to the construction work being performed at the applicable Property and managed by Verus pursuant to the Project Management Agreement (the “Lien Waivers”) and (b) written acknowledgement from Verus of the maximum amount that could be due to Verus under such Project Management Agreement (the “Maximum Verus Payment”), and Seller Parties shall credit Buyer the Maximum Verus Payment at Closing. Buyer after Closing shall pay Verus the Maximum Verus Payment when due under the terms of the Project Management Agreement, less any amounts that may be owed to contractors or other parties in connection with the work contemplated by the Project Management Agreement (which amounts shall be paid to the Servicer on the applicable Payment Dates. IFTLPB Ratio Greater Than IFTLPB Ratio Less Than Or Equal To Incentive Fee Percentage 50% 100% 1.0% 25% 50% 2.5% 15% 25% 3.5% 0% 15% 6.0% B. Any increase in the applicable Incentive Fee Percentage, as provided in this section, shall be effective as of the date on which the IFTLPB Ratio fell within the requisite range entitling the Servicer to an increased Incentive Fee, and shall apply only to those Collections falling within such contractors requisite range. For purposes of calculating the applicable Incentive Fee in respect of Tax Liens hereunder, (i) the aggregate outstanding Incentive Fee Tax Lien Principal Balance of the Tax Liens being serviced hereunder shall exclude the Incentive Fee Tax Lien Principal Balance of any Tax Liens transferred to the Servicer from the Maximum Verus PaymentCo-Servicer, or, if such contractors have already been paid by or on behalf of Seller Parties, such amounts and (ii) the Net Collections relating to Tax Liens transferred to the Servicer from the Co-Servicer shall be paid included in Net Collections. C. In the event that a Tax Lien is charged-off pursuant to Seller PartiesSections 2.09(a) or 2.09(b)(iii) of this Servicing Agreement, all Lien Administration Expenses associated with said Tax Lien shall be subtracted from the aggregate amount of Lien Administration Expenses for all Tax Liens for the purpose of calculating Net Collections. D. In the event that the Issuer substitutes an Eligible Substitute Tax Lien pursuant to Section 2.04(d)(iii)(C) of the Indenture or Section 3.01(c)(iii)(C) of the applicable Purchase Agreement, as a result of a Tax Lien having become a Defective Tax Lien, then the resulting Substitution Amount shall be subtracted from the aggregate outstanding Incentive Fee Tax Lien Principal Balance of the Tax Liens being serviced hereunder. E. In the event that Tax Liens are transferred from the Co-Servicer to the Servicer, the Servicer shall be entitled to a fee, payable by the Issuer at the time of such transfer, in the total amount of $100 per Tax Lien so transferred, subject to a maximum of $75,000 with respect to any such transfer. The REO Status Report will be a summary of information stored electronically and will include, at a minimum, the following fields: Tax ID Number Original Lien Balance Current Lien Balance Property Description (Type) Land Only Single Family Multi Family Office Industrial Other Property Address Street City, ZIP Occupancy Status Property Management Company Information Name Contact Last Valuation Amount Last Valuation Date Last Inspection Date Estimated Holding and Liquidation Cost Estimated Liquidation Date Liens Redeemed From To: Account Number Redemption Date Count Initial Tax Lien Principal Balance Principal Payment Accrued Interest Interest Payments Redemptive Value Overpayments The following outline describes the minimum requirements the Servicer must satisfy when disposing of Tax Liens which have been foreclosed and are offered for sale for the benefit of the NYCTL 2021-A TRUST (the “Trust”). Notwithstanding anything For liens which are to be sold at judicially supervised auctions: 1) Servicer shall use its best efforts to post liens scheduled for judicial auction on its website on or about 30 days prior to a tax lien’s scheduled auction date (such tax lien’s “Auction Date”) 2) Such web-posting shall include, at a minimum, the following information for each lien: a) Property’s borough, block, lot, street address, and building class and/or Servicer’s description of the property b) Date, time, and location of the auction c) Good faith estimate of the amount of all liens and subsequent taxes on the property subject to auction. d) Name of the referee conducting the auction e) A brief description of the judicial auction process, which is substantially similar to the contrary contained hereindescription provided in Schedule A to this Exhibit I. Marketing the Foreclosure Bid or Taking Title Servicer shall develop a procedure to determine whether the Trust, or its designee, shall take title upon foreclosure, or if Seller Parties are unable to provide all a sale and assignment of the Lien Waivers at Closingforeclosure bid may be a feasible recovery alternative. The procedures to market and sell a foreclose bid, Seller Parties shall have the right to bond over or otherwise cause the Title Company to insure against the same (which bond or insurance outlined below, shall be reasonably satisfactory applied where applicable to Buyer the marketing and sale of any real estate to which the Trust, or its designee, takes title. 1) Servicer shall promulgate a written Procedures Memorandum (“PM”) outlining the rules, regulations, and procedures that its employees will follow in form conducting its private auction process. 2) Servicer shall provide a copy of the PM to the Trust on an annual basis or upon the Trust’s request. The PM must be signed by the Project Manager and substance); providedan officer of the Servicer. 3) The PM shall include, howeverat a minimum, that Verus’ written acknowledgment that all Lien Waivers shall be provided upon payment the Maximum Verus Payment (as adjusted).requirements outlined below: