Common use of Primary Servicing Clause in Contracts

Primary Servicing. (a) From the Closing Date until the Primary Servicing Termination Date, Master Servicer hereby authorizes and directs Primary Servicer to service, and the Primary Servicer hereby agrees to service, the Mortgage Loans as Primary Servicer on behalf and at the direction of the Master Servicer as provided in this Agreement. (b) The Primary Servicer shall perform all tasks and responsibilities necessary to satisfy the requirements set forth under the Task Description, in each case in a manner not inconsistent with the Pooling and Servicing Agreement. (c) On or before the Closing Date the Primary Servicer shall establish the Primary Servicer Collection Account, which shall be an Eligible Account, and the Primary Servicer shall notify the Master Servicer in writing of the name and address of the depository institution at which the Primary Servicer Collection Account is maintained and the number of the Primary Servicer Collection Account. The Primary Servicer shall deliver to the Master Servicer prior written notice of any change in the location, name or address of the applicable depository institution or account number of the Primary Servicer Collection Account. (d) The Primary Servicer shall make efforts consistent with the Servicing Standard to collect all monthly payments of principal and interest with respect to the Mortgage Loans (except for payments due on or prior to the Cut-Off Date), as well as late charges, default interest, Prepayment Premiums, Insurance Proceeds, Condemnation Proceeds and any and all other amounts due from the Mortgagor or a third party with respect to the Mortgage Loans pursuant to the mortgage loan documents for each Mortgage Loan; provided, however, that with respect to any payments that are required under the terms of the applicable mortgage loan documents to be made directly to a Person other than the holder of the related Mortgage Loan, the Primary Servicer shall use efforts consistent with the Servicing Standard to cause such payments to be made. The Primary Servicer shall deposit all payments and collections received by the Primary Servicer into the Primary Servicer Collection Account on a daily basis; provided, however, that the Primary Servicer shall be entitled to retain and pay to itself the related Primary Servicing Fee from the interest portion of any such payments. (e) The Primary Servicer shall not withdraw funds from the Primary Servicer Collection Account, except as follows: (1) on the Primary Servicer Remittance Date occurring in each month, the Primary Servicer shall remit to the Master Servicer by wire transfer of immediately available funds any and all amounts on deposit in the Primary Servicer Collection Account as of the close of business on the Primary Servicer Determination Date occurring in such month (net of any amounts permitted to be withdrawn prior thereto), other than any amounts that represent Scheduled Payments received for a Due Date occurring after such Primary Servicer Determination Date; (2) the Primary Servicer shall remit to the Master Servicer by wire transfer of immediately available funds within one Business Day following the receipt thereof any late payments and any principal prepayments or other unscheduled payments or Balloon Payments (in each case including the related interest payment paid by the Mortgagor); (3) the Primary Servicer shall be entitled to withdraw and pay to itself any investment or other income earned on amounts on deposit in the Primary Servicer Collection Account to the extent provided below; (4) the Primary Servicer shall withdraw and pay to itself each other item of compensation to which it is entitled (but only from the amounts from which such compensation is payable as otherwise provided herein) and (5) the Primary Servicer shall be entitled to withdraw from the Primary Servicer Collection Account at any time any amounts on deposit therein that were not required to be deposited into the Primary Servicer Collection Account. The Primary Servicer shall keep and maintain separate accounting for the purpose of justifying any withdrawals made from the Primary Servicer Collection Account. In the event any payments received by Primary Servicer becomes NSF after the monies associated with that payment have been remitted to the Master Servicer, the Master Servicer will return such moneys to Primary Servicer by wire transfer in immediately available funds within one Business Day following notice from the Primary Servicer. Funds in the Primary Servicer Collection Account may be invested and, if invested, shall be invested by, and at the risk of, the Primary Servicer in Eligible Investments selected by the Primary Servicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the next date on which such funds are required to be remitted to the Master Servicer, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "U.S. Bank National Association, as Trustee for the Holders of the Morgan Stanley Capital I Inc., Series 2007-IQ13." An amount equal to ▇▇▇ ▇n▇▇▇▇ ▇▇d gain realized from any such investment shall be for the account of the Primary Servicer as additional servicing compensation and the Primary Servicer shall be entitled to withdraw such income and gain from the Primary Servicer Collection Account at any time and from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Primary Servicer, which shall deposit the amount of such loss in the Primary Servicer Collection Account (to the extent such loss is not offset by income from other investments that is retained in the Primary Servicer Collection Account) out of its own funds immediately as realized. (f) With respect to escrow or reserve payments as listed on the Task Description, the Primary Servicer shall collect escrow or reserve amounts with respect to the Mortgage Loans, and shall deposit such funds in an escrow account, which shall be an Eligible Account, and shall maintain, disburse and account for such funds as provided in the Task Description, for real estate taxes, insurance and reserves, and escrows for repairs, replacements, principal and interest payments and lease payments, and any other matters specified in any agreement in which funds are held at the time, and in the manner and for the purposes as otherwise required or delineated in the mortgage loan documents for each Mortgage Loan and with respect to the Master Servicer under the Pooling and Servicing Agreement. The Primary Servicer may direct the investment of such funds subject to and in accordance with the criteria and requirements set forth in the Pooling and Servicing Agreement relating to Escrow Accounts, including without limitation the obligation to deposit into the Escrow Account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement. Primary Servicer shall have the benefit and shall retain all interest and income earned on the Escrow Accounts for the Mortgage Loans that is not paid to Mortgagors. (g) Notwithstanding any contrary provision of the Task Description, the Primary Servicer shall actively monitor each Mortgagor to determine whether it is maintaining insurance coverage required by the related mortgage loan documents and the Pooling and Servicing Agreement. If at any time the Primary Servicer determines that any Mortgagor may not be maintaining or is not maintaining insurance coverage required by the mortgage loan documents and the Pooling and Servicing Agreement, the Primary Servicer shall promptly notify the Master Servicer of such possible or actual failure and, if requested, provide the Master Servicer with details of the Mortgagor's insurance coverage. The Master Servicer will make (i) the determination of whether or not the insurance coverage meets the requirements of the mortgage loan documents and the Pooling and Servicing Agreement, including any assessment of the availability of such insurance at commercial reasonable rates and terms, (ii) any decision to advance or force place insurance and (iii) any determination to waive or enforce any such insurance requirement.

Primary Servicing. (a) Primary Servicing From the Closing Date until the Primary Servicing Termination Date, Master Servicer hereby authorizes and directs Primary Servicer to service, service each Mortgage Loan and the Primary Servicer hereby agrees to service, the each A/B Mortgage Loans Loan as Primary Servicer primary servicer on behalf of and at the direction of the Master Servicer as provided in this Agreement. (b) . The Services shall consist of the following: Primary Servicer shall perform all tasks and responsibilities necessary to satisfy meet the requirements set forth under the Task Description, the Post Closing Matters Description, the Payment and Collection Description and the Payment and Mortgage Loan Status Reports, in each case in accordance with the terms of this Agreement and, with respect to each B Note, the terms of the related A/B Intercreditor Agreement, and in a manner not inconsistent with the Pooling and Servicing Agreement. . Primary Servicer shall also perform the obligations to which it has expressly agreed under the Pooling and Servicing Agreement and the Master Servicer's obligations set forth in Sections 2.1(c), 2.1(d), that portion of 5.1(g) relating to the Escrow Status Report, 8.11(i), if applicable, and 8.14 of the Pooling and Servicing Agreement relating to Annual Statement and Rent Roll Reporting with respect to the Mortgage Loans and the A/B Mortgage Loans. Master Servicer and Primary Servicer agree and acknowledge that the Task Description is a chart that enumerates a list of tasks and the general allocation of responsibility of servicing obligations between the Master Servicer and the Primary Servicer for such tasks, and the Post Closing Matters Description sets forth a specific method for classifying post closing requests of a Mortgagor and allocating responsibility for handling such requests based upon such classification. Master Servicer and Primary Servicer have made efforts to reconcile the Task Description and Post Closing Matters Description. Without limiting the foregoing, Primary Servicer shall collect and remit payments on the Mortgage Loans and the A/B Mortgage Loans in accordance with the Payment and Collection Description. For the purposes of this Agreement, the "Payment and Collection Description" shall encompass all of the following responsibilities and obligations set forth in the following subsections (ci) through (viii) and subsection (xii): On or before prior to the Closing Date Date, the Primary Servicer shall establish the a Primary Servicer Collection Account, which shall be an Eligible Account, and the Primary Servicer shall notify give the Master Servicer in writing prior written notice of the name and address of the depository institution at which the such Primary Servicer Collection Account is maintained and the account number of the Primary Servicer Collection Account. The Primary Servicer shall deliver to may direct the Master Servicer prior written notice investment of any change funds on deposit in the location, name or address of the applicable depository institution or account number of the Primary Servicer Collection Account subject to and in accordance with the criteria and requirements set forth in the applicable A/B Intercreditor Agreement, as they relate to a particular B Note and those set forth in the Pooling and Servicing Agreement relating to the Collection Account established thereunder (construed as if the Primary Servicer Collection Account were such Collection Account. (d) ), including without limitation the obligation, if any, to deposit into such account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement and, with respect to each B Note, the terms of the related A/B Intercreditor Agreement. The Primary Servicer shall make efforts consistent with the Servicing Standard to collect all monthly payments of principal (including without limitation Balloon Payments) and interest with respect to the Mortgage Loans and the A/B Mortgage Loans (except for payments due on or prior to the Cut-Off Date), as well as late charges, default interestany required Principal Prepayments, Prepayment Premiums, late charges, Insurance Proceeds, Condemnation Proceeds and any and all other amounts due from the Mortgagor or a third party with respect to the Mortgage Loans pursuant to the mortgage loan documents for each Mortgage LoanLoan Documents; provided, however, that with respect to any payments that are required under the terms of the applicable mortgage loan documents to be made directly to a Person other than the holder of the related Mortgage Loan, the Primary Servicer shall use efforts consistent with the Servicing Standard to cause such payments to be made. The Primary Servicer shall deposit all such payments received with respect to each A/B Mortgage Loan and collections received by the each Mortgage Loan (less any related Aggregate Servicing Fee and any other payments due to Primary Servicer under this Agreement with respect to such Mortgage Loan) into the Primary Servicer Collection Account on a daily basis; provided, however, that or before the Primary Servicer shall be entitled to retain and pay to itself the related Primary Servicing Fee from the interest portion of any such payments. (e) The Primary Servicer shall not withdraw funds from the Primary Servicer Collection Account, except as follows: (1) on the Primary Servicer Remittance Date occurring in each month, the Primary Servicer shall remit to the Master Servicer by wire transfer of immediately available funds any and all amounts on deposit in the Primary Servicer Collection Account as of the close of business on the Primary Servicer Determination Date occurring in such month (net of any amounts permitted to be withdrawn prior thereto), other than any amounts that represent Scheduled Payments received for a Due Date occurring after such Primary Servicer Determination Date; (2) the Primary Servicer shall remit to the Master Servicer by wire transfer of immediately available funds within one next Business Day following the receipt thereof any late payments and any principal prepayments or other unscheduled payments or Balloon Payments (in after receiving each case including the related interest payment paid by the Mortgagor); (3) the Primary Servicer shall be entitled such payment. With respect to withdraw and pay to itself any investment or other income earned on amounts on deposit in the Primary Servicer Collection Account to the extent provided below; (4) the Primary Servicer shall withdraw and pay to itself each other item of compensation to which it is entitled (but only from the amounts from which such compensation is payable as otherwise provided herein) and (5) the Primary Servicer shall be entitled to withdraw from the Primary Servicer Collection Account at any time any amounts on deposit therein that were not required to be funds deposited into the Primary Servicer Collection Account. The Primary Servicer shall keep and maintain separate accounting Account for each A/B Mortgage Loan, on or before the purpose end of justifying any withdrawals made from the third Business Day after the Primary Servicer Collection Account. In the event any payments received by Primary Servicer becomes NSF after the monies associated with that payment have been remitted to the Master Servicer, the Master Servicer will return such moneys to Primary Servicer by wire transfer in immediately available funds within one Business Day following notice from the Primary Servicer. Funds in the Primary Servicer Collection Account may be invested and, if invested, shall be invested by, and at the risk of, the Primary Servicer in Eligible Investments selected by the Primary Servicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the next date on which receives such funds are required to be remitted to the Master Servicer, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "U.S. Bank National Association, as Trustee for the Holders of the Morgan Stanley Capital I Inc., Series 2007-IQ13." An amount equal to ▇▇▇ ▇n▇▇▇▇ ▇▇d gain realized from any such investment shall be for the account of the Primary Servicer as additional servicing compensation and the Primary Servicer shall determine, in accordance with the provisions of the applicable A/B Intercreditor Agreement, the amount (if any) of such funds required to be entitled paid to withdraw the holder of the related B Note (less any primary servicing fee or other fee, if any, agreed to be paid by the holder of such income and gain from B Note to the Primary Servicer Collection Account at pursuant to the applicable A/B Intercreditor Agreement or other agreement between the Primary Servicer and such B Note holder, together with any time and from time other payments related to time. The amount of any losses incurred in respect of any such investments shall be for the account of B Note, which are payable to the Primary Servicer, which shall deposit the amount of such loss in the Primary Servicer Collection Account (to the extent such loss is not offset by income from other investments that is retained in the Primary Servicer Collection Account) out of its own funds immediately as realized. (f) With respect to escrow or reserve payments as listed on the Task Description, the Primary Servicer shall collect escrow or reserve ). Such amounts with respect to the Mortgage Loans, and shall deposit such funds in an escrow account, which shall be an Eligible Accountpaid to each holder of a B Note, and shall maintain, disburse and account for such funds as provided in the Task Description, for real estate taxes, insurance and reserves, and escrows for repairs, replacements, principal and interest payments and lease payments, and any other matters specified in any agreement in which funds are held at the time, times and in the manner and for the purposes as otherwise required or delineated in the mortgage loan documents for each Mortgage Loan and with respect pursuant to the Master Servicer under the Pooling and Servicing Agreement. The Primary Servicer may direct the investment of such funds subject to and in accordance with the criteria and requirements set forth in the Pooling and Servicing Agreement relating to Escrow Accounts, including without limitation the obligation to deposit into the Escrow Account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement. Primary Servicer shall have the benefit and shall retain all interest and income earned on the Escrow Accounts for the Mortgage Loans that is not paid to Mortgagors. (g) Notwithstanding any contrary provision provisions of the Task Description, the Primary Servicer shall actively monitor each Mortgagor to determine whether it is maintaining insurance coverage required by the related mortgage loan documents and the Pooling and Servicing applicable A/B Intercreditor Agreement. If at any time the Primary Servicer determines that any Mortgagor may not be maintaining or is not maintaining insurance coverage required by the mortgage loan documents and the Pooling and Servicing Agreement, the Primary Servicer shall promptly notify the Master Servicer of such possible or actual failure and, if requested, provide the Master Servicer with details of the Mortgagor's insurance coverage. The Master Servicer will make (i) the determination of whether or not the insurance coverage meets the requirements of the mortgage loan documents and the Pooling and Servicing Agreement, including any assessment of the availability of such insurance at commercial reasonable rates and terms, (ii) any decision to advance or force place insurance and (iii) any determination to waive or enforce any such insurance requirement.