Common use of Master Servicer Compensation Clause in Contracts

Master Servicer Compensation. (a) The Master Servicer shall be entitled to a fee (the "Master ------ Servicing Fee"), with respect to each Mortgage Loan, that shall, for a ------------- period of each full month, be equal to one-twelfth of the product of (a) the Master Servicing Fee Rate and (b) the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month or, in the case of the initial Master Remittance Date for such Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Notwithstanding the foregoing, the Master Servicer shall not be entitled to a Master Servicing Fee with respect to the Combined Servicing Mortgage Loans, but solely to the Primary Servicing Fee described in the second sentence of Section 4.12. The Master Servicing Fee is payable solely from the interest portion of the Monthly Payment on the related Mortgage Loan plus Liquidation Proceeds, Excess Insurance Proceeds, Excess Condemnation Proceeds or REO Proceeds with respect to such Mortgage Loan, to the extent permitted by Section 5.03 hereof. The Master Servicer shall also be entitled to receive as part of its servicing compensation reinvestment income pursuant to Section 5.02(b). (b) No transfer, sale, pledge or other disposition of the Master Servicer's right to receive all or any portion of the fees it is entitled to receive for services under this Agreement shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor servicer in connection with the assumption by such successor servicer of the duties hereunder pursuant to Section 3.10 and all (and not a portion) of the Master Servicing Fees are transferred to such successor servicer.

Master Servicer Compensation. (a) The Master Servicer shall be entitled to a fee (the "Master ------ Servicing Fee"), with respect to each Mortgage Loan, Loan that shall, for a ------------- period of each full month, shall be equal to one-twelfth of the product of (a) the related Master Servicing Fee Rate and (b) the Scheduled Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month or, in calculated for the case of the initial Master Remittance Date for such Mortgage Loan, the outstanding principal balance of such same period respecting which any related interest payment on each Mortgage Loan as of the Cut-off Date. Notwithstanding the foregoing, the Master Servicer shall not be entitled to a Master Servicing Fee with respect to the Combined Servicing Mortgage Loans, but solely to the Primary Servicing Fee described in the second sentence of Section 4.12is calculated. The Master Servicing Fee is payable solely from the interest portion of the Monthly Payment on the related Mortgage Loan plus Liquidation Proceeds, Excess Insurance Proceeds, Excess Condemnation Proceeds or and REO Proceeds with respect to such Mortgage Loan, to the extent permitted by Section 5.03 4.03(a)(ii) hereof. The Master Servicer shall also be entitled to receive as part of its servicing compensation net reinvestment income pursuant to Sections 4.02(b) and 4.06(b), and certain fees described in clause (2) of Section 5.02(b). 4.02(c) with respect to any Mortgage Loan that is not a Specially Serviced Mortgage Loan (bsubject to 4.08(d) No transfer, sale, pledge or other disposition of and except for NSF check charges which may be retained by the Master Servicer's right Servicer for any Mortgage Loan) and as otherwise permitted under this Agreement. Notwithstanding anything herein to receive the contrary, Midland may at its option assign or pledge to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of Midland as Master Servicer hereunder, all or any portion of the fees it Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 3.10 and who requires market rate servicing compensation that accrues at a per annum rate in excess of the Minimum Master Servicing Fee Rate. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest (i.e., Midland or any such third party) at such time and to the extent the Master Servicer is entitled to receive for services under this Agreement shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor servicer in connection with the assumption by such successor servicer payment of the duties hereunder pursuant to Section 3.10 and all (and not a portion) of the its Master Servicing Fees are transferred to such successor servicerhereunder, notwithstanding any resignation or termination of Midland hereunder.

Master Servicer Compensation. (a) The Master Servicer shall be entitled to a fee (the "Master ------ Servicing Fee"), with respect to each Mortgage Loan, Loan that shall, for a ------------- period of each full month, shall be equal to one-twelfth of the product of (a) the related Master Servicing Fee Rate and (b) the Scheduled Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month or, in calculated for the case of the initial Master Remittance Date for such Mortgage Loan, the outstanding principal balance of such same period respecting which any related interest payment on each Mortgage Loan as of the Cut-off Date. Notwithstanding the foregoing, the Master Servicer shall not be entitled to a Master Servicing Fee with respect to the Combined Servicing Mortgage Loans, but solely to the Primary Servicing Fee described in the second sentence of Section 4.12is calculated. The Master Servicing Fee is payable solely from the interest portion of the Monthly Payment on the related Mortgage Loan plus Liquidation Proceeds, Excess Insurance Proceeds, Excess Condemnation Proceeds or and REO Proceeds with respect to such Mortgage Loan, to the extent permitted by Section 5.03 4.03(a)(ii) hereof. The Master Servicer shall also be entitled to receive as part of its servicing compensation net reinvestment income pursuant to Sections 4.02(b) and 4.06(b), and certain fees described in clause (2) of Section 5.02(b)4.02(c) with respect to any Mortgage Loan that is not a Specially Serviced Mortgage Loan (subject to 4.08(d) and except for NSF check charges which may be retained by the Master Servicer for any Mortgage Loan) and as otherwise permitted under this Agreement. (b) No transferThe Master Servicer shall be entitled to receive the following items as additional servicing compensation (the following items, salecollectively, pledge "Additional Master Servicing Compensation"): (i) pursuant to Sections 3.18(d), 4.08(d) and 6.13, 50% of any and all Net Assumption Fees, modification fees, extension fees, consent fees, waiver fees and earnout fees actually paid by a Mortgagor with respect to any Mortgage Loan (other than with respect to any Specially Serviced Mortgage Loan) for which the Master Servicer has not engaged a subservicer; (ii) pursuant to Sections 3.18(d), 4.08(d) and 6.13, 87.5% of any and all Net Assumption Fees, modification fees, extension fees, consent fees, waiver fees and earnout fees actually paid by a Mortgagor with respect to any Mortgage Loan (other than with respect to any Specially Serviced Mortgage Loan) for which the Master Servicer has engaged a subservicer (it being expressly understood that (A) 75% of such fees will be paid to the Master Servicer for further payment to any such subservicer and (B) the Master Servicer shall be entitled to retain 12.5% of any such fees as Additional Master Servicing Compensation); (iii) any and all charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and other loan processing fees actually paid by a Mortgagor with respect to a Mortgage Loan and, in the case of checks returned for insufficient funds, with respect to a Specially Serviced Mortgage Loan; (iv) any and all Prepayment Interest Excesses collected on the Mortgage Loans; and (v) interest or other disposition income earned on deposits in the Collection Account, pursuant to Section 4.02(b). To the extent that any of the amounts described in the preceding paragraph are collected by the Special Servicer, the Special Servicer shall promptly pay such amounts to the Master Servicer's right to receive all or any portion of the fees it is entitled to receive for services under this Agreement shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor servicer in connection with the assumption by such successor servicer of the duties hereunder pursuant to Section 3.10 and all (and not a portion) of the Master Servicing Fees are transferred to such successor servicer.