Common use of Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses Clause in Contracts

Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses. (a) As compensation for its activities hereunder, the Servicer shall be entitled to receive a fee on each Payment Date for the Interest Accrual Period ending on or immediately preceding such Payment Date (such fee, the “Servicing Fee”). The Servicing Fee shall accrue on a 30/360 Basis during each Interest Accrual Period at the Servicing Fee Rate on the aggregate Outstanding Class Principal Balance of all Classes of the Notes Outstanding on the first day of such Interest Accrual Period. The Servicing Fee shall cease to accrue if no Notes are Outstanding. The Servicing Fee for each Interest Accrual Period shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. The Servicer shall also be entitled to recover unpaid Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation Proceeds. As additional compensation, on the Initial Closing Date, the Servicer shall also be entitled to receive the Transaction Structuring Fee. After termination or resignation of Midland as Servicer, Midland shall not have any rights under this Agreement except as set forth in this Section 2.04, the final sentence of each of Section 4.03, Section 4.04, Section 4.06, the second to last paragraph of Section 5.01, Section 5.02 and Section 6.02. Subject to the Servicer’s right to employ Sub-Servicers, the right to receive the Servicing Fee or Other Servicing Fees may not be transferred in whole or in part except pursuant to this Section 2.04 and in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement. The Servicer shall be entitled to receive reasonable out-of-pocket expenses for any consent, approval or other action requested by the Issuer and such expenses shall be payable as Additional Issuer Expenses. (b) As compensation for its activities hereunder, the Servicer shall be entitled to receive on each Payment Date a fee (the “Special Servicing Fee”) with respect to the Notes when they are Specially Serviced Notes. The Special Servicing Fee shall accrue on a 30/360 Basis during each Interest Accrual Period at the Special Servicing Fee Rate on the aggregate Class Principal Balance of all Classes of the Notes Outstanding on the first day of such Interest Accrual Period. The Special Servicing Fee shall cease to accrue if no Notes are Outstanding or when the Notes cease to be Specially Serviced Notes. Earned but unpaid Special Servicing Fees shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. The Servicer shall also be entitled to recover unpaid Special Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation Proceeds. As further compensation for its activities hereunder, the Servicer shall also be entitled to receive a fee (the “Liquidation Fee”) with respect to any Net Liquidation Proceeds equal to the product of the Liquidation Fee Rate and the amount of such Net Liquidation Proceeds, which shall be payable upon receipt of such proceeds. As further compensation for its activities hereunder, if, as a result of a workout or restructuring by the Servicer, when the Notes cease to constitute Specially Serviced Notes, the Servicer shall be entitled to receive a fee (the “Workout Fee”); provided that no Workout Fee shall be payable from, or based upon the receipt of, Net Liquidation Proceeds, or out of any Insurance Proceeds or Condemnation Proceeds. The Workout Fee shall be payable out of, and shall be calculated by the Servicer by application of the Workout Fee Rate to, each payment of interest and principal received on the Notes after the Notes cease to be, and for so long as the Notes are not, Specially Serviced Notes. The Workout Fee will cease to be payable if a Servicing Transfer Event occurs with respect to the Notes; provided that a new Workout Fee will become payable if and when the Notes again cease to be Specially Serviced Notes (in accordance with the definition thereof). If the Servicer is terminated or resigns hereunder, it shall retain the right to receive any and all Workout Fees payable in respect of the Notes thereafter, for so long as the Notes are not Specially Serviced Notes during the period that it acted as Servicer and that were still not Specially Serviced Notes at the time of such termination or resignation, or if the Notes would have ceased to have been Specially Serviced Notes at the time of termination or resignation but for the payment of three Monthly Payment Amounts (and the successor servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for the Notes ceases to be payable in accordance with the preceding sentence. The provisions of the preceding sentence shall survive the termination or resignation of the Servicer hereunder. Earned but unpaid Workout Fees shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. As further compensation for its activities hereunder, if an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset is acquired, the Servicer shall also be entitled to receive a processing fee (the “Tenant Site Asset Acquisition Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to such acquisition; provided, however, that in connection with any addition of an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset in connection with an issuance of Additional Notes, such fee is limited to the reimbursement of all reasonable out-of-pocket costs and expenses related to such issuance; provided, further, that the Tenant Site Asset Acquisition Fee shall not be payable in connection with acquisitions funded from a Site Acquisition Account. As further compensation for its activities hereunder, in case of a disposition or substitution of a Tenant Site Asset, the Servicer is entitled to receive a processing fee (the “Tenant Site Asset Release/Substitution Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to each such Tenant Site Asset disposition or substitution made in accordance with the Indenture. (c) The Servicer shall be required (subject to Section 2.03(c)) to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder including payment of any amounts due and owing to any of the Sub-Servicers retained by it (including, except as provided in Section 2.13, any termination fees) and the premiums for any blanket policy or the standby fee or similar premium, if any, for any master force place policy obtained by it insuring against hazard losses pursuant to the Transaction Documents (but excluding incremental increases to such premiums resulting from the addition of any of the Tenant Site Assets or other Collateral to such coverage, which increases shall be reimbursed as Servicing Advances), if and to the extent that such expenses are not Servicing Advances or expenses payable directly out of the Collection Account in accordance with the Transaction Documents or otherwise, or any Reserve Accounts, and the Servicer shall not be entitled to reimbursement for any such expense incurred by it except as expressly provided in this Agreement and the other Transaction Documents. (d) In addition to the foregoing, the Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Other Servicing Fees as provided in Section 3.03 of the Indenture or Article IV of the Indenture. Notwithstanding anything to the contrary set forth herein, the obligation to pay the Servicer Fees earned under this Section 2.04 shall survive the termination of this Agreement and the termination or resignation of the Servicer.

Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses. (a) As part of its compensation for its activities hereunder, the Servicer shall be entitled to receive a fee on monthly the Servicing Fee. For each Payment Date for the Interest Accrual Period ending on calendar month (commencing with July 2009) or immediately preceding such Payment Date (such feeany applicable portion thereof, the “Servicing Fee”). The Servicing Fee shall accrue on a 30/360 Basis during each Interest Accrual Period at the Servicing Fee Rate on the aggregate Outstanding Class Principal Balance of all Classes of the Notes Outstanding on at the first day beginning of such Interest Accrual the related Collection Period. The Servicing Fee shall cease to accrue if no Notes are Outstanding. The Servicing Fee for each Interest Accrual Period shall be payable in arrears monthly on each Payment Date (commencing with the Payment Date in August 2009), from general collections on deposit in the Central Account pursuant to Article V of the Indenture. The Servicer shall also be entitled to recover unpaid Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation Proceeds. As additional compensation, on the Initial Closing Date, the Servicer shall also be entitled to receive a processing fee (the Transaction Structuring “Tower Site Release/Substitution Fee”) equal to $1,000 plus reimbursement of all reasonable expenses related to each requested or permitted Tower Site disposition, termination (including a Ground Lease or Easement termination) or substitution made in accordance with the Indenture. As additional compensation, the Servicer shall also be entitled to receive a processing fee (the “Tower Site Acquisition Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket expenses related to each requested or permitted Tower Site acquisition (including modification to a Ground Lease or Easement to increase the area of real property covered thereby). After termination or resignation of Midland as Servicer, Midland shall not have any rights or obligations under this Agreement except as set forth in this Section 2.04, the final sentence of each of Section 4.03, Section 4.04, Section 4.06, the second to last paragraph of Section 5.01, Section 5.02 and Section 6.02. Subject to the Servicer’s right to employ Sub-Servicers, the right to receive the Servicing Fee or Other Servicing Fees may not be transferred in whole or in part except pursuant to this Section 2.04 and in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement. The Servicer shall be entitled to receive reasonable out-of-pocket expenses for any consent, approval or other action requested by the Issuer and such expenses shall be payable as Additional Issuer Expenses. (b) As part of its compensation for its activities hereunderhereunder and in addition to the Servicing Fee, the Servicer shall be entitled to receive on each Payment Date a fee (monthly the “Special Servicing Fee”) Fee with respect to the Notes when they are Specially Serviced Notes. The Special Servicing Fee shall accrue will be calculated on a 30/360 Basis during each Interest Accrual Period and accrue at the Special Servicing Fee Rate on the aggregate Class Principal Balance of all Classes of the Notes Outstanding at the beginning of the related Collection Period and for the same period as interest accrues or is deemed to accrue from time to time on the first day of such Interest Accrual PeriodNotes. The Special Servicing Fee shall cease to accrue if no Notes are Outstanding or when the earlier of the date that (i) the Notes cease to be Specially Serviced NotesNotes and (ii) no Notes are Outstanding. Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on deposit in arrears on each Payment Date pursuant to the Central Account in accordance with Article V of the Indenture. The Servicer shall also be entitled to recover unpaid Special Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation ProceedsIndenture and the other applicable Transaction Documents. As further compensation for its activities hereunder, the Servicer shall also be entitled to receive a fee (the “Liquidation Fee”) Fee with respect to any Net Liquidation Proceeds equal to the product of the Liquidation Fee Rate and the amount of such Net Liquidation Proceeds, which shall be payable upon receipt of such proceeds. As further compensation for its activities hereunder, if, as a result of a workout or restructuring by the Servicer, when the Notes cease to constitute Specially Serviced Notes, the Servicer shall be entitled to receive a fee (the “Workout Fee”); provided that no Workout Fee shall be payable from, or based upon the receipt of, Net Liquidation Proceeds, or out of any Insurance Proceeds or Condemnation Proceeds. The Workout Fee shall be payable out of, and shall be calculated by the Servicer by application of the Workout Fee Rate to, each payment of interest and principal received on the Notes after the Notes cease to be, and for so long as the Notes are not, Specially Serviced Notes. The Workout Fee will cease to be payable if a Servicing Transfer Event occurs with respect to the Notes; provided that a new Workout Fee will become payable if and when the Notes again cease to be Specially Serviced Notes (in accordance with the definition thereof). If the Servicer is terminated or resigns hereunder, it shall retain the right to receive any and all Workout Fees payable in respect of the Notes thereafter, for so long as the Notes are not Specially Serviced Notes during the period that it acted as Servicer and that were still not Specially Serviced Notes at the time of such termination or resignation, or if the Notes would have ceased to have been Specially Serviced Notes at the time of termination or resignation but for the payment of three Monthly Payment Amounts (and the successor servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for the Notes ceases to be payable in accordance with the preceding sentence. The provisions of the preceding sentence shall survive the termination or resignation of the Servicer hereunder. Earned but unpaid Workout Fees shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. As further compensation for its activities hereunder, if an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset is acquired, the Servicer shall also be entitled to receive a processing fee (the “Tenant Site Asset Acquisition Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to such acquisition; provided, however, that in connection with any addition of an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset in connection with an issuance of Additional Notes, such fee is limited to the reimbursement of all reasonable out-of-pocket costs and expenses related to such issuance; provided, further, that the Tenant Site Asset Acquisition Fee shall not be payable in connection with acquisitions funded from a Site Acquisition Account. As further compensation for its activities hereunder, in case of a disposition or substitution of a Tenant Site Asset, the Servicer is entitled to receive a processing fee (the “Tenant Site Asset Release/Substitution Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to each such Tenant Site Asset disposition or substitution made in accordance with the Indenture. (c) The Servicer shall be required (subject to Section 2.03(c)) to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder including payment of any amounts due and owing to any of the Sub-Servicers retained by it (including, except as provided in Section 2.13Tower Site, any termination fees) and the premiums for any blanket policy or the standby fee or similar premiumAssets, if any, for any master force place policy obtained by it insuring against hazard losses pursuant to the Transaction Documents (but excluding incremental increases to such premiums resulting from the addition of any of the Tenant Site Assets or other Collateral to such coverage, which increases shall be reimbursed as Servicing Advances), if and to the extent that such expenses are not Servicing Advances or expenses payable directly out of the Collection Account in accordance with the Transaction Documents or otherwise, or any Reserve Accounts, and the Servicer shall not be entitled to reimbursement for any such expense incurred by it except as expressly provided in this Agreement and the other Transaction Documents. (d) In addition to the foregoing, the Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Other Servicing Fees as provided in Section 3.03 of the Indenture or Article IV of the Indenture. Notwithstanding anything to the contrary set forth herein, the obligation to pay the Servicer Fees earned under this Section 2.04 shall survive the termination of this Agreement and the termination or resignation of the Servicer.

Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses. (a) As compensation for its activities hereunder, the Servicer shall be entitled to receive a fee on each Payment Date for the Interest Accrual Period ending on or immediately preceding such Payment Date (such fee, the “Servicing Fee”). The Servicing Fee shall accrue on a 30/360 Basis during each Interest Accrual Period at the Servicing Fee Rate on the aggregate Outstanding Class Principal Balance of all Classes of the Notes Outstanding on the first day of such Interest Accrual Period. The Servicing Fee shall cease to accrue if no Notes are Outstanding. The Servicing Fee for each Interest Accrual Period shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. The Servicer shall also be entitled to recover unpaid Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation Proceeds. As additional compensation, on the Initial Closing Date, the Servicer shall also be entitled to receive the Transaction Structuring Fee. After termination or resignation of Midland as the Servicer, Midland the Servicer shall not have any rights under this Agreement except as set forth in this Section 2.04, the final sentence of each of Section 4.03, Section 4.04, Section 4.06, the second to last paragraph of Section 5.01, Section 5.02 and Section 6.02. Subject to the Servicer’s right to employ Sub-Servicers, the right to receive the Servicing Fee or Other Servicing Fees may not be transferred in whole or in part except pursuant to this Section 2.04 and in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement. The Servicer shall be entitled to receive reasonable out-of-pocket expenses for any consent, approval or other action requested by the Issuer and such expenses shall be payable as Additional Issuer Expenses. (b) As compensation for its activities hereunder, the Servicer shall be entitled to receive on each Payment Date a fee (the “Special Servicing Fee”) with respect to the Notes when they are Specially Serviced Notes. The Special Servicing Fee shall accrue on a 30/360 Basis during each Interest Accrual Period at the Special Servicing Fee Rate on the aggregate Class Principal Balance of all Classes of the Notes Outstanding on the first day of such Interest Accrual Period. The Special Servicing Fee shall cease to accrue if no Notes are Outstanding or when the Notes cease to be Specially Serviced Notes. Earned but unpaid Special Servicing Fees shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. The Servicer shall also be entitled to recover unpaid Special Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation Proceeds. As further compensation for its activities hereunder, the Servicer shall also be entitled to receive a fee (the “Liquidation Fee”) with respect to any Net Liquidation Proceeds equal to the product of the Liquidation Fee Rate and the amount of such Net Liquidation Proceeds, which shall be payable upon receipt of such proceeds. As further compensation for its activities hereunder, if, as a result of a workout or restructuring by the Servicer, when the Notes cease to constitute Specially Serviced Notes, the Servicer shall be entitled to receive a fee (the “Workout Fee”); provided that no Workout Fee shall be payable from, or based upon the receipt of, Net Liquidation Proceeds, or out of any Insurance Proceeds or Condemnation Proceeds. The Workout Fee shall be payable out of, and shall be calculated by the Servicer by application of the Workout Fee Rate to, each payment of interest and principal received on the Notes after the Notes cease to be, and for so long as the Notes are not, Specially Serviced Notes. The Workout Fee will cease to be payable if a Servicing Transfer Event occurs with respect to the Notes; provided that a new Workout Fee will become payable if and when the Notes again cease to be Specially Serviced Notes (in accordance with the definition thereof). If the Servicer is terminated or resigns hereunder, it shall retain the right to receive any and all Workout Fees payable in respect of the Notes thereafter, for so long as the Notes are not Specially Serviced Notes during the period that it acted as Servicer and that were still not Specially Serviced Notes at the time of such termination or resignation, or if the Notes would have ceased to have been Specially Serviced Notes at the time of termination or resignation but for the payment of three Monthly Payment Amounts (and the successor servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for the Notes ceases to be payable in accordance with the preceding sentence. The provisions of the preceding sentence shall survive the termination or resignation of the Servicer hereunder. Earned but unpaid Workout Fees shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. As further compensation for its activities hereunder, if an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset is acquired, the Servicer shall also be entitled to receive a processing fee (the “Tenant Site Asset Acquisition Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to such acquisition; provided, however, that in connection with any addition of an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset in connection with an issuance of Additional Notes, such fee is limited to the reimbursement of all reasonable out-of-pocket costs and expenses related to such issuance; provided, further, that the Tenant Site Asset Acquisition Fee shall not be payable in connection with acquisitions funded from a Site Acquisition Account. As further compensation for its activities hereunder, in case of a disposition or substitution of a Tenant Site Asset, the Servicer is entitled to receive a processing fee (the “Tenant Site Asset Release/Substitution Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to each such Tenant Site Asset disposition or substitution made in accordance with the Indenture. (c) The Servicer shall be required (subject to Section 2.03(c)) to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder including payment of any amounts due and owing to any of the Sub-Servicers retained by it (including, except as provided in Section 2.13, any termination fees) and the premiums for any blanket policy or the standby fee or similar premium, if any, for any master force place policy obtained by it insuring against hazard losses pursuant to the Transaction Documents (but excluding incremental increases to such premiums resulting from the addition of any of the Tenant Site Assets or other Collateral to such coverage, which increases shall be reimbursed as Servicing Advances), if and to the extent that such expenses are not Servicing Advances or expenses payable directly out of the Collection Account in accordance with the Transaction Documents or otherwise, or any Reserve Accounts, and the Servicer shall not be entitled to reimbursement for any such expense incurred by it except as expressly provided in this Agreement and the other Transaction Documents. (d) In addition to the foregoing, the Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Other Servicing Fees as provided in Section 3.03 of the Indenture or Article IV of the Indenture. Notwithstanding anything to the contrary set forth herein, the obligation to pay the Servicer Fees earned under this Section 2.04 shall survive the termination of this Agreement and the termination or resignation of the Servicer.