EXHIBIT 99.5
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PRIMARY SERVICING AGREEMENT
dated as of March 1, 2007
between
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
Master Servicer
and
SUNTRUST BANK
Primary Servicer
TO BE ENTERED INTO IN CONNECTION WITH
THAT CERTAIN POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
among
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC.
as Depositor,
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
as General Master Servicer,
LNR PARTNERS, INC.
as General Special Servicer,
NCB, FSB
as NCB Master Servicer,
NATIONAL CONSUMER COOPERATIVE BANK
as Co-op Special Servicer,
and
U.S. BANK NATIONAL ASSOCIATION as Trustee, Paying Agent
and Certificate Registrar
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-IQ13
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This PRIMARY SERVICING AGREEMENT, dated and effective as of March 1,
2007, by and between SUNTRUST BANK (in the capacity of Primary Servicer, the
"Primary Servicer") and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, acting solely in its capacity as a Master Servicer under
the Pooling and Servicing Agreement (as defined below) (the "Master Servicer").
Preliminary Statement
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., as depositor, ▇▇▇▇▇ Fargo
Bank, National Association, as general master servicer, LNR Partners, Inc., as
general special servicer, NCB, FSB, as NCB master servicer, National Consumer
Cooperative Bank, as Co-op Special Servicer, and U.S. Bank National Association,
as trustee, paying agent and as certificate registrar, have entered into a
Pooling and Servicing Agreement, dated as of March 1, 2007, relating to the
Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13 (as amended,
from time to time, the "Pooling and Servicing Agreement"), a copy of which is
attached hereto as Exhibit A; and
WHEREAS, the Master Servicer desires that the Primary Servicer act
as Primary Servicer with respect to the mortgage loans listed on Schedule I
hereto (each, a "Mortgage Loan") and provide, on behalf of the Master Servicer,
the necessary servicing of the Mortgage Loans performed in a manner consistent
with the Servicing Standard and in a manner consistent with this Agreement and
the Pooling and Servicing Agreement from the Closing Date until this Agreement
is terminated in accordance herewith;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Primary Servicer and the Master Servicer hereby
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. As used in this Agreement, the following
terms shall have the meanings set forth below. Capitalized terms not defined
herein shall have the meanings assigned to them in the Pooling and Servicing
Agreement.
"Agreement": This Primary Servicing Agreement, as modified, amended
and supplemented from time to time, including all exhibits, schedules and
addenda hereto.
"Day One Report": With respect to each Mortgage Loan, a statement in
the form of the CMSA Loan Periodic Update File (in the form and containing the
information called for by the version of such report in effect at the time under
the reporting standards of the CMSA) setting forth the scheduled payments of
interest and principal and the amount of any unanticipated prepayments of which
the Primary Servicer has received notice (including without limitation those for
which a notice has been given to the effect that the prepayment will be made at
any time during the applicable Collection Period), indicating the Mortgage Loan
and on account of what type of payment such amount is to be applied on behalf of
the related Mortgagor.
"Loan Status Reports": The form of reports to be submitted by
Primary Servicer with respect to reporting about the status of real estate
taxes, status of insurance and status of UCC financing statement for the
Mortgage Loans as more particularly described and set forth in Exhibit B-3.
"Master Servicer": As defined in the preamble to this Agreement.
"Master Servicer Servicing Documents": A copy of the documents
contained in the Mortgage File for the Mortgage Loans.
"Monthly Remittance Report": The Monthly Remittance Report described
in Exhibit B-2 hereto and required to be delivered by the Primary Servicer to
the Master Servicer under the Task Description.
"Mortgage Loan": As defined in the Preliminary Statement.
"Officer's Certificate": In the case of the Primary Servicer, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President or an employee designated as a Primary Servicing
Officer pursuant to this Agreement.
"Payment and Collection Description": The description of the
obligations of the Primary Servicer with respect to collection and remittance of
payments on the Mortgage Loans as more particularly described in Section 2.1(e).
"Payment and Loan Status Reports": Collectively, the Monthly
Remittance Reports, the Loan Status Reports and the following reports described
in the Task Description: the CMSA Operating Statement Analysis Reports, the CMSA
NOI Adjustment Worksheets, the CMSA Loan Periodic Update File, the CMSA Property
File, the CMSA Loan Level Reserve/LOC Report, the CMSA Servicer Watch List, the
CMSA Comparative Financial Status Report and the other CMSA reports required
under Section 8.11(g) of the Pooling and Servicing Agreement and required to be
delivered by the Primary Servicer as set forth on the Task Description.
"Pooling and Servicing Agreement": As defined in the preamble to
this Agreement.
"Power of Attorney": A power of attorney of the Master Servicer in
favor of the Primary Servicer substantially in the form of Exhibit C hereto.
"Primary Servicer": As defined in the preamble to this Agreement.
"Primary Servicer Collection Account": An account which is an
Eligible Account established by Primary Servicer for the purposes set forth in
this Agreement in the name of "SunTrust Bank, as Primary Servicer for ▇▇▇▇▇
Fargo Bank, National Association, as a Master Servicer for U.S. Bank National
Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. ,
Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13."
"Primary Servicer Default": As defined in Section 6.1 hereof.
"Primary Servicer Determination Date": The Business Day immediately
preceding each Determination Date.
"Primary Servicer Errors and Omissions Insurance Policy": As defined
in Section 5.3(a) hereof.
"Primary Servicer Fidelity Bond": As defined in Section 5.3(a)
hereof.
"Primary Servicer Remittance Date": For each Distribution Date, the
Business Day immediately succeeding the related Primary Servicer Determination
Date.
"Primary Servicer Servicing Documents": (a) A copy of the documents
contained in the Mortgage Files for the Mortgage Loans and (b) all other
servicing documents and records in possession of Primary Servicer that relate to
or are used for the servicing of the Mortgage Loans and that are not required to
be part of the applicable Mortgage Files.
"Primary Servicing Fee": For each calendar month, as to each
Mortgage Loan, an amount equal to the portion of the interest accrued during
such calendar month on such Mortgage Loan at a rate per annum equal to the
Primary Servicing Fee Rate and on the same interest accrual basis, for the same
period and on the same principal balance on which the Servicer's "master
servicing fee" accrues with respect to such Mortgage Loan under the Pooling and
Servicing Agreement.
"Primary Servicing Fee Rate": With respect to each Mortgage Loan, a
rate per annum equal to the number of basis points set forth opposite such
Mortgage Loan on Schedule I hereto.
"Primary Servicing Officer": Any officer or employee of the Primary
Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loans whose name and specimen signature appear on a list of
servicing officers or employees furnished to the Master Servicer by the Primary
Servicer and signed by an officer of the Primary Servicer, as such list may from
time to time be amended.
"Primary Servicing Termination Date": As defined in Section 6.2
hereof.
"Prohibited Party": A party that is a proposed Servicing Function
Participant that the Primary Servicer seeks to retain as a Servicing Function
Participant and as to which the Master Servicer or the Primary Servicer has
actual knowledge that such proposed party on any prior date failed to comply
with its Exchange Act or Regulation AB obligations with respect to the Subject
Securitization Transaction or any other commercial mortgage securitization. In
addition, a Prohibited Party shall be any Person identified in writing
(delivered prior to the date of retention) by the Depositor as a Person which
the Depositor has knowledge that such party on any prior date failed to comply
with its Exchange Act or Regulation AB obligations with respect to the Subject
Securitization Transaction or any other commercial mortgage securitization.
"Services": Those activities to be provided by the Primary Servicer
for the Servicing of the Mortgage Loans pursuant to the provisions of this
Agreement.
"Servicing": With respect to any Mortgage Loan, the right and
obligation of the Primary Servicer to administer such Mortgage Loan in
accordance with the provisions hereof.
"Servicing Documents": The Master Servicer Servicing Documents and
Primary Servicer Servicing Documents.
"Servicing Standard": With respect to the Primary Servicer, to
service and administer the Mortgage Loans that the Primary Servicer is obligated
to service and administer pursuant to this Agreement on behalf of the Master
Servicer and in the best interests of and for the benefit of the
Certificateholders (as determined by the Primary Servicer in its good faith and
reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans and, to the extent
consistent with the foregoing, further as follows: (a) with the same care, skill
and diligence as is normal and usual in its general mortgage servicing and REO
property management activities on behalf of third parties or on behalf of
itself, whichever is higher, with respect to mortgage loans and REO properties
that are comparable to those for which it is responsible hereunder; (b) with a
view to the timely collection of all scheduled payments of principal and
interest under the Mortgage Loans; and without regard to: (I) any other
relationship that the Primary Servicer, or any Affiliate thereof, may have with
the related Mortgagor; (II) the ownership of any Certificate by the Primary
Servicer, or any Affiliate thereof; (III) the Master Servicer's obligation to
make Advances; and (IV) the right of the Primary Servicer (or any Affiliate
thereof) to receive reimbursement of costs, or the sufficiency of any
compensation payable to it, hereunder or with respect to any particular
transaction; provided, however, that in no event shall the foregoing standards
be less than the applicable provisions of the Servicing Standard set forth in
the Pooling and Servicing Agreement.
"Special Servicer": As defined in the Preliminary Statement.
"Successor Primary Servicer": The Person selected by the Master
Servicer upon the termination of the Primary Servicer resulting from any Primary
Servicer Default, if any, who shall thereafter perform the Services with respect
to the Mortgage Loans; provided, that the Master Servicer shall perform all
Services with respect to the Mortgage Loan until such Person, if any, is
selected.
"Task Description": The outline description of the obligations of
the Primary Servicer and Master Servicer with respect to the Mortgage Loans as
set forth in Exhibit B-5 attached to this Agreement.
"Trustee": As defined in the Preliminary Statement.
ARTICLE II
PRIMARY SERVICING
Section 2.1. 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.,
Series 2007-IQ13." An amount equal to all income and 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.
Section 2.2. Standard of Care. The Primary Servicer shall perform
all Services on behalf of the Master Servicer in accordance with the terms of
this Agreement, the Servicing Standard and the applicable provisions of the
Pooling and Servicing Agreement. Primary Servicer and the Master Servicer agree
that, in connection with the performance of its obligations hereunder, the
Primary Servicer shall be entitled to request from the Master Servicer, and the
Master Servicer agrees that it shall provide, express instructions for the
completion of any of the Services to be performed or completed by the Primary
Servicer, to the extent necessary to clarify any ambiguities in the terms of
this Agreement. The Master Servicer further agrees that the Primary Servicer
shall be entitled to rely upon any such written instructions. The Master
Servicer shall be entitled from time to time to provide reasonable instructions
to the Primary Servicer regarding the actions or inactions that comply with the
Servicing Standard under the Pooling and Servicing Agreement and the Primary
Servicer shall comply with such instructions.
Section 2.3. Compensation and Other Payments to the Primary
Servicer. As consideration for the Primary Servicer's performance of the
Services hereunder, the Primary Servicer shall be entitled to deduct (and retain
from the remittance otherwise required to be made to the Master Servicer) the
Primary Servicing Fee in accordance with Section 2.1(e) of this Agreement, with
respect to the related Collection Period for the Mortgage Loans, and only with
respect to such Mortgage Loan for which a payment was received by the Master
Servicer or forwarded to the Master Servicer by the Primary Servicer.
Notwithstanding the foregoing, Primary Servicer shall not be entitled to a
Primary Servicing Fee with respect to any Mortgage Loan for which a Servicing
Transfer Event has occurred unless such Mortgage Loan becomes a Rehabilitated
Mortgage Loan or with respect to which the Primary Servicer has been terminated
as Primary Servicer under this Agreement and the Pooling and Servicing
Agreement.
Primary Servicer shall have the benefit and shall retain all
interest and income earned on the Primary Servicer Collection Account for the
Mortgage Loans to the extent provided in Section 2.1(e) and on the escrow
accounts to the extent provided in Section 2.1(f). If Primary Servicer is
terminated under this Agreement, it shall be entitled to collect all such
interest and income that accrues through the date of termination. If any
Mortgage Loan becomes a Specially Serviced Mortgage Loan, Primary Servicer shall
be entitled to collect all such interest and income that accrues through the
date of the applicable Servicing Transfer Event. The right to retain such
interest and income shall resume if such Mortgage Loan becomes a Rehabilitated
Mortgage Loan.
The Primary Servicer shall also be entitled to retain the fees or
portions of fees set forth in the Task Description and Exhibit B-6. The Primary
Servicer shall not be entitled to receive any default interest or late fees
collected from the Mortgagor, and the Primary Servicer shall promptly, upon
collection of such amounts, forward such interest and fees to the Master
Servicer in accordance with the Payment and Collection Description. Primary
Servicer may waive the right to collect a fee or portion of a fee to which it is
entitled under this Agreement but may not waive or otherwise affect the rights
of other parties to any other fees or portions of fees to which Primary Servicer
is not entitled.
The Primary Servicer shall be required to pay out of its own funds,
without reimbursement, all overhead and general and administrative expenses
incurred by it in connection with its servicing activities hereunder, including
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
and Primary Servicer shall be required to pay all expenses that it incurs in the
administration of this Agreement (but not those incurred at the direction or
request of Master Servicer or a third party which direction or request requires
the performance of a task or obligation not contemplated of Primary Servicer
under this Agreement) and shall not be entitled to reimbursement of such costs
and expenses, except (1) as may be specifically provided in this Agreement or
(2) to the extent expenses are reimbursable by a Mortgagor under the applicable
mortgage loan documents and the Mortgagor makes such reimbursement.
Section 2.4. Primary Servicer Representations and Warranties. The
Primary Servicer hereby makes the following representations and warranties for
the benefit of the Master Servicer:
(a) The Primary Servicer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Georgia, and the
Primary Servicer is in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to perform its obligations
under this Agreement;
(b) The execution and delivery of this Agreement by the Primary
Servicer and the performance and compliance with the terms of this Agreement by
the Primary Servicer will not violate the Primary Servicer's organizational
documents or constitute default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of,
any material agreement or other instrument to which it is a party or which is
applicable to it or any of its assets;
(c) The Primary Servicer has the power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement and has
duly executed and delivered this Agreement;
(d) This Agreement, assuming due authorization, execution and
delivery by the Master Servicer, constitutes a valid, legal and binding
obligation of the Primary Servicer enforceable against the Primary Servicer in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors' rights generally and (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;
(e) The Primary Servicer is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, order or decree
of any court or arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in the
Primary Servicer's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Primary Servicer to perform
its obligations under this Agreement or the financial condition of the Primary
Servicer;
(f) No litigation is pending or, to the best of the Primary
Servicer's knowledge, threatened against the Primary Servicer the outcome of
which, in the Primary Servicer's good faith and reasonable judgment, could
reasonably be expected to prohibit the Primary Servicer from entering into this
Agreement or materially and adversely affect the ability of the Primary Servicer
to perform its obligations under this Agreement;
(g) No consent, approval, authorization or order, registration or
filing with or notice to, any governmental authority or court is required, under
federal or state law, for the execution, delivery and performance of or
compliance by the Primary Servicer with this Agreement or the consummation by
the Primary Servicer of any transaction contemplated hereby, other than (1) such
consents, approvals, authorizations, qualifications, registrations, filings or
notices as have been obtained or made and (2) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Primary Servicer under
this Agreement.
(h) The Primary Servicer is not a "Prohibited Party" (as defined in
the Pooling and Servicing Agreement).
The Primary Servicer further represents that since the origination
of the Mortgage Loans, the Primary Servicer (in its capacity as interim servicer
of the Mortgage Loans prior to the date hereof) has serviced the Mortgage Loans
in accordance with their terms.
ARTICLE III
DOCUMENTS AND OTHER MATTERS
Section 3.1. Segregation of Loan Documents. The Primary Servicer
shall segregate the Primary Servicer Servicing Documents related to the Mortgage
Loans from all other assets of the Primary Servicer and, upon request, forward
to the Master Servicer copies of such documents or originals of such documents
if in the possession of Primary Servicer and not part of the Mortgage File
forwarded to the Trustee.
Section 3.2. Access to Documents; Provision of Certain Information.
The Primary Servicer shall make available to the Master Servicer or any
Successor Primary Servicer, at a reasonable time, such information as the Master
Servicer or such Successor Primary Servicer shall reasonably request in writing
and shall make available to the Master Servicer or any Successor Primary
Servicer or Persons designated by the Master Servicer or such Successor Primary
Servicer such documents as the Master Servicer shall reasonably request in
writing. The Primary Servicer shall afford access to the information described
in Section 8.15(b) of the Pooling and Servicing Agreement to those Persons
identified in such Section as entitled to access to such information from the
Master Servicer. The Master Servicer shall make available to the Primary
Servicer, at a reasonable time, such information as the Primary Servicer shall
reasonably request in writing in connection with the performance of the Services
and, subject to the terms and conditions of Section 8.15(b) of the Pooling and
Servicing Agreement, shall make available to the Primary Servicer or Persons
designated by the Primary Servicer such documents related to the Mortgage Loans
and the Servicing of the Mortgage Loans as the Primary Servicer shall reasonably
request in writing.
ARTICLE IV
MASTER SERVICER ASSISTANCE
Section 4.1. Master Servicer Assistance.
(a) The Master Servicer shall make reasonable efforts to do any and
all things reasonably requested by the Primary Servicer to enable the Primary
Servicer to render the Services, including, without limitation, delivering to
the Trustee any receipts or other documentation that the Trustee may require to
allow it to release any Mortgage Files or documents contained therein or
acquired in respect thereof requested by the Primary Servicer. Notwithstanding
any other provision of this Agreement to the contrary (including any contrary
provision of Exhibit B-5), the Primary Servicer shall do any and all things
reasonably requested by the Master Servicer to enable the Master Servicer to
comply with its obligations under the Pooling and Servicing Agreement. Before
the Master Servicer releases all or any portion of any Mortgage File or document
contained therein or acquired in respect thereof to the Primary Servicer, the
Master Servicer may require the Primary Servicer to execute a receipt therefor
or, in the event of a Mortgage Loan that has been repaid in full, a certificate
with respect to the payment in full of the related Mortgage Loan.
(b) The Master Servicer shall deliver to the Primary Servicer the
Power of Attorney on or before the Closing Date. If required in connection with
the provision of the Services, the Master Servicer shall furnish, or cause to be
furnished, to the Primary Servicer, upon request, any powers of attorney of the
Master Servicer or the Trustee, empowering the Primary Servicer to take such
actions as it determines to be reasonably necessary to comply with its Servicing
duties hereunder or to enable the Primary Servicer to service and administer the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with the Servicing Standard and the terms of this Agreement. The Primary
Servicer hereby agrees to indemnify the Master Servicer and the Trustee from any
loss, damage, expense or claim relating to misuse or wrongful use of any such
power of attorney.
Section 4.2. Specially Serviced Mortgage Loans. The Primary Servicer
shall promptly notify the Master Servicer and the Special Servicer, with respect
to each Specially Serviced Mortgage Loan, of any questions, complaints, legal
notices, or other communications relating to the foreclosure or default of such
loans or bankruptcy proceedings of a Mortgagor that are received by the Primary
Servicer and such other matters as would, consistent with the Servicing
Standard, require notification to the owner or the servicer of the Mortgage
Loan. The Master Servicer shall notify the Primary Servicer of any Specially
Serviced Mortgage Loan becoming a Rehabilitated Mortgage Loan promptly following
the Master Servicer's receipt of notice to such effect from the Special Servicer
and shall request, upon request by the Primary Servicer, from the Special
Servicer copies of all relevant documents received by the Special Servicer
during the time that such Mortgage Loan was a Specially Serviced Mortgage Loan
and deliver to the Primary Servicer such documents promptly following the Master
Servicer's receipt thereof, together with any relevant documents received by the
Master Servicer (other than from the Primary Servicer) during the time that such
Mortgage Loan was a Specially Serviced Mortgage Loan.
ARTICLE V
ADDITIONAL PRIMARY SERVICER COVENANTS
Section 5.1. Additional Notices. The Primary Servicer shall promptly
notify the Master Servicer of any significant events which become known to
Primary Servicer affecting the Mortgage Loans, the related Mortgagor or related
Mortgaged Property, such as a payment default, a bankruptcy, a judicial lien or
casualty event, and the Primary Servicer shall also promptly advise the Master
Servicer of all material collection and customer service issues and, if
requested, shall furnish the Master Servicer with copies of any correspondence
or other documents in the possession of the Primary Servicer related to any such
matter. If litigation is instituted with respect to a Mortgage Loan, the Primary
Servicer, if aware of such litigation, shall notify the Master Servicer
immediately as to the status of the litigation related to such Mortgage Loan and
shall, when reasonably required or requested by the Master Servicer, provide to
the Master Servicer copies of all pertinent information in the Primary
Servicer's possession related to such litigation, including, without limitation,
copies of related Servicing Documents.
Section 5.2. No Personal Solicitation. The Primary Servicer hereby
agrees that it will not knowingly take any action or cause any action to be
taken by any of its agents or Affiliates, or independent contractors or working
on its behalf, to personally, by telephone or mail, solicit the prepayment of
any Mortgage Loan by any Mortgagor. The Primary Servicer agrees not to forward
to any Mortgagor or other obligors under a Mortgage Loan, any correspondence or
documents between Master Servicer and Primary Servicer without the consent of
the Master Servicer or Special Servicer (each acting in its sole discretion),
unless required by law.
Section 5.3. Fidelity Bond and Errors and Omissions Insurance
Policy.
(a) The Primary Servicer, at its own expense, shall maintain in
effect a fidelity bond (the "Primary Servicer Fidelity Bond") and an errors and
omissions policy (the "Primary Servicer Errors and Omissions Insurance Policy")
with a Qualified Insurer, naming the Master Servicer as additional insured,
affording coverage for all directors, officers and employees (it being
acknowledged that a "Qualified Insurer" shall for this purpose include any
entity that satisfies all of the criteria, other than the ratings criteria, set
forth in the definition of "Qualified Insurer" and whose obligations under the
related Primary Servicer Fidelity Bond or Primary Servicer Errors and Omissions
Insurance Policy are guaranteed or backed by an entity that satisfies the
ratings criteria set forth in the definition of "Qualified Insurer" (construed
as if such entity were an insurer referred to therein)). The Primary Servicer
Errors and Omissions Insurance Policy and Primary Servicer Fidelity Bond shall
be in such form and amount that would satisfy the requirements for such policies
as the Master Servicer must satisfy as set forth in Section 8.2 of the Pooling
and Servicing Agreement. The Primary Servicer shall furnish to the Master
Servicer, not later than thirty (30) days after the Closing Date, evidence
(which evidence may consist of a certificate from the applicable insurance
company or companies) of the Primary Servicer's compliance with this Section
5.3(a).
(b) The Primary Servicer shall promptly report in writing to the
Master Servicer any material adverse changes that may occur in the Primary
Servicer Fidelity Bond or the Primary Servicer Errors and Omissions Insurance
Policy and shall furnish to the Master Servicer upon written request copies of
all certificates from the applicable insurance company or companies evidencing
that such bond and insurance policy are in full force and effect. The Primary
Servicer shall promptly report in writing to the Master Servicer all cases of
embezzlement or fraud or irregularities of operation relating to the servicing
of the Mortgage Loans by the Primary Servicer and its employees, officers,
directors, agents and representatives if such events involve funds relating to
the Mortgage Loans. The total of such losses, regardless of whether claims are
filed with the applicable insurer or surety, shall be disclosed in such reports
together with the amount of such losses covered by insurance. If a bond or
insurance claim report is filed with any of the Primary Servicer's bonding
companies or insurers relating to the Mortgage Loans or the servicing thereof, a
copy of such report (which report may omit any references to individuals
suspected of such embezzlement, fraud or irregularities of operation) shall be
promptly furnished to the Master Servicer.
Section 5.4. Primary Servicer's Financial Statements and Related
Information. The Primary Servicer shall deliver to the Master Servicer, within
120 days after the end of its fiscal year, a copy of its annual financial
statements, such financial statements to be audited if then customarily audited,
and with respect to any unaudited financial statements provided by the Primary
Servicer, which financial statements shall be certified by the Primary
Servicer's chief financial officer to be true, correct and complete. The Primary
Servicer shall notify the Master Servicer, as of the Closing Date, of the
Primary Servicer's fiscal year and shall notify the Master Servicer promptly
after any change thereof.
Section 5.5. No Advancing. Under no circumstance shall the Primary
Servicer make or have an obligation to make any Advances. The Primary Servicer
will promptly notify the Master Servicer in accordance with the Task Description
if the Primary Servicer believes that a Servicing Advance is or will be required
to be made with respect to any Mortgage Loan.
Section 5.6. Inspection Rights. The Primary Servicer shall afford
the Master Servicer and the Trustee, upon reasonable notice and during normal
business hours, reasonable access to all records, information, books and
documentation regarding the Mortgage Loans, and all accounts, insurance policies
and other relevant matters relating to this Agreement, and access to Primary
Servicing Officers of the Primary Servicer responsible for its obligations
hereunder. Without limiting the foregoing, the Master Servicer may visit the
offices of the Primary Servicer no more than once annually (including visits
under similar primary servicing and subservicing agreements between the Master
Servicer and the Primary Servicer for commercial mortgage loans) for the purpose
of reviewing the Primary Servicer's compliance with this Agreement and such
similar agreements, upon reasonable notice and during normal business hours, and
Primary Servicer will cooperate with Master Servicer to provide Master Servicer
with the information that Master Servicer reasonably requests to permit such
review.
Section 5.7. Authorized Officer. Primary Servicer shall provide
Master Servicer promptly with a written list of authorized Primary Servicing
Officers of Primary Servicer, which may be amended from time to time by written
notice from Primary Servicer to Master Servicer; provided, however, that such
list shall denote one principal Primary Servicing Officer responsible for the
Primary Servicer's obligations under this Agreement.
Section 5.8. Additional Reports. Primary Servicer shall produce such
additional written reports with respect to the Mortgage Loans as the Master
Servicer may from time to time reasonably request in order to comply with its
obligations under the Pooling and Servicing Agreement, provided that if any
Person is requesting the report from the Master Servicer pursuant to the Pooling
and Servicing Agreement, such report constitutes an ad-hoc non-standard report,
no additional recalculation or combinations of the information provided by the
Primary Servicer are required for the Master Servicer to produce such report and
the Master Servicer receives a fee for the production of such report, then the
Master Servicer shall pay such fee to the Primary Servicer.
Section 5.9. Modifications, Waivers, Consents and Amendments.
Proposed modifications, waivers, consents or amendments after the Closing Date
("Post-Closing Requests") shall be handled as set forth on Exhibit B-6.
Section 5.10. Prepayment Interest Shortfalls. For any Mortgage Loan,
Primary Servicer shall require Principal Prepayments to be made so as not to
cause a Prepayment Interest Shortfall. If the mortgage loan documents of a
related Mortgage Loan do not allow Primary Servicer to require Principal
Prepayments (or condition acceptance of Principal Prepayments) on a date that
will avoid a Prepayment Interest Shortfall ("Non-Mandatory Prepayment Date
Mortgage Loan"), then Primary Servicer shall pay to Master Servicer on the date
specified in Section 2.1(e)(2) of this Agreement, in addition to all other
amounts due for such Principal Prepayment, an amount payable by the Primary
Servicer from its own funds without reimbursement therefor equal to any
Prepayment Interest Shortfall that results from such Principal Prepayment;
provided, however, that for all Principal Prepayments received during any
Collection Period, the Primary Servicer shall in no event be required to remit
an amount greater than the amount of the aggregate of the Primary Servicing Fees
for such Collection Period.
Section 5.11. Quarterly Servicing Accounts Reconciliation
Certification. The Primary Servicer shall execute and deliver to the Master
Servicer a certification substantially in the form set forth in Exhibit E hereto
no later than the 25th calendar day of each January, April, July and October,
commencing in July 2007 (the date of such delivery, in each case, a
"Reconciliation Certification Date"), with respect to the three consecutive
calendar months immediately preceding the calendar month in which such
Reconciliation Certification Date falls (and, in the case of the initial such
report, the period from the Closing Date through March 30, 2007).
Section 5.12. Exchange Act Reports; Annual Compliance Documents.
(a) Regulation AB Compliance and Related Provisions of the PSA. The
Primary Servicer affirms its agreement to comply with all of the duties and
obligations imposed on it as a "Reporting Servicer", a "Primary Servicer" and/or
a "Reporting Sub-Servicer" under Article XIII of the Pooling and Servicing
Agreement. In addition, by its execution hereof, the Primary Servicer agrees to
such duties and obligations also for the benefit of the Master Servicer as if
such duties and obligations inured directly to the benefit of the Master
Servicer (in addition to any other party to whom the benefit of any such duty or
obligation may otherwise inure under Article XIII of the Pooling and Servicing
Agreement).
(b) Additional Requirements. In addition to the duties and
obligations contemplated by subsection (a), the Primary Servicer agrees as
follows:
(i) Annual Compliance Documents. For the avoidance of doubt, at all
times during the term of this Agreement, the Primary Servicer shall
deliver an annual compliance statement pursuant to Item 1123 of Regulation
AB (as contemplated by Section 13.9 of the Pooling and Servicing
Agreement), an annual report on assessment of compliance with Servicing
Criteria pursuant to Item 1122 of Regulation AB (as contemplated by
Section 13.10 of the Pooling and Servicing Agreement) and a registered
public accounting firm attestation report pursuant to Item 1122 of
Regulation AB (as contemplated by Section 13.11 of the Pooling and
Servicing Agreement), in each case regardless of the number and percentage
of Mortgage Loans serviced at any time by the Primary Servicer and as if
the Trust is at all times subject to the reporting requirements of the
Exchange Act (notwithstanding that the Trust may otherwise have ceased at
any time to be subject to the reporting requirements of the Exchange Act).
In addition, in furtherance of the Master Servicer's duties under Section
13.6 of the Pooling and Servicing Agreement, simultaneously with its
delivery of the annual compliance documents referred to in the prior
sentence, the Primary Servicer shall execute and deliver to or as directed
by the Master Servicer and/or the Depositor a backup certification, which
shall be in the precise form attached as Exhibit BB-5 to the Pooling and
Servicing Agreement.
(ii) Accounting Firm Attestation. The firm that renders the
attestation report for the Primary Servicer pursuant to Item 1122 of
Regulation AB, as contemplated under Section 13.11 of the Pooling and
Servicing Agreement, shall be a firm that is registered with the Public
Company Accounting Oversight Board and either shall be a "big 4"
accounting firm or shall be subject to the reasonable approval of the
Master Servicer. Not later than November 1 of each calendar year
(commencing in 2006), the Primary Servicer shall deliver to the Master
Servicer evidence (reasonably satisfactory to the Master Servicer) of the
Primary Servicer's engagement of an accounting firm (registered with the
Public Company Accounting Oversight Board and subject to the reasonable
approval of Master Servicer) to perform the attestation report pursuant to
Item 1122 of Regulation AB (as contemplated by Section 13.11 of the
Pooling and Servicing Agreement) that is due in the next succeeding
calendar year pursuant to the Pooling and Servicing Agreement and this
Agreement.
(iii) Copies of Reports and Information. The Primary Servicer shall
deliver or caused to be delivered to the Master Servicer a copy of each
notice, report, certification or other document delivered by or on behalf
of the Primary Servicer to any Person (other than the Master Servicer)
under Article XIII of the Pooling and Servicing Agreement, in each case
simultaneously with the delivery thereof to such Person.
(iv) Disclosure of Agreement and Reports. The Subservicer hereby
consents to the filing with the SEC, and the unrestricted disclosure to
the public, of this Agreement, any amendment to this Agreement and any and
all reports and certifications delivered under this Agreement.
(v) Merger, Assignment and Delegation. Notwithstanding any contrary
provision of this Agreement or the Pooling and Servicing Agreement, as
long as the Trust is subject to the reporting requirements of the Exchange
Act: (A) the Primary Servicer may not remain the Primary Servicer under
this Agreement after (x) being merged or consolidated with or into any
Person that is a Prohibited Party if the surviving entity of such merger
or consolidation is a Prohibited Party, or (y) transferring all or
substantially all of its assets to any Person if the successor to the
Primary Servicer in such transfer is a Prohibited Party; (B) the Primary
Servicer may not assign, sell or transfer its rights and duties under this
Agreement to any Person that is a Prohibited Party; and (C) the Primary
Servicer may not enter into a sub-servicing agreement with any party that
is a Prohibited Party. The Primary Servicer shall not delegate or
subcontract any of its duties under this Section 5.12 under any
circumstances, notwithstanding any provisions of this Agreement that
otherwise authorizes the Primary Servicer to delegate its obligations
under this Agreement.
ARTICLE VI
PRIMARY SERVICER DEFAULT; TERMINATION;
POST-TERMINATION OBLIGATIONS
Section 6.1. Primary Servicer Default. Each of the following events
shall constitute a "Primary Servicer Default" hereunder:
(i) any failure by the Primary Servicer to remit to the Master
Servicer when due any amount required to be remitted under this Agreement;
or
(ii) any failure by the Primary Servicer duly to observe or perform
in any material respect any of the covenants or agreements on the part of
the Primary Servicer contained in this Agreement, which failure continues
unremedied for a period of twenty-five (25) days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Primary Servicer by the Master Servicer; provided,
however, that to the extent the Master Servicer determines, in its
reasonable discretion, that the Primary Servicer is in good faith
attempting to remedy such failure and the Certificateholders shall not be
materially and adversely affected thereby, such cure period may be
extended to the extent necessary to permit the Primary Servicer to cure
such failure; provided, further, that such cure period may not exceed
sixty (60) days; and; provided, further that if such failure to perform on
the part of the Primary Servicer results in an Event of Default by the
Master Servicer under the Pooling and Servicing Agreement, then the cure
periods described in this Section 6.1(ii) shall not apply; or
(iii) any breach of the representations and warranties made pursuant
to Section 2.4 hereof that materially and adversely affects the interest
of the Master Servicer and that continues unremedied for a period of
twenty-five (25) days after the date on which written notice of such
breach, requiring the same to be remedied, shall have been given by the
Master Servicer to Primary Servicer; provided, however, that to the extent
the Master Servicer determines in its reasonable discretion that the
Primary Servicer is in good faith attempting to remedy such breach and the
Certificateholders shall not be materially and adversely affected thereby,
such cure period may be extended to the extent necessary to permit the
Primary Servicer to cure such breach; provided, however, that such cure
period may not exceed sixty (60) days; and provided, further, that if such
failure to perform on the part of the Primary Servicer results in an Event
of Default (or an event that with notice or the passage of time would
constitute such an Event of Default) by the Master Servicer under the
Pooling and Servicing Agreement, then the cure periods described in this
Section 6.1(iii) shall not apply; or
(iv) any Rating Agency shall qualify, lower or withdraw the
outstanding rating of any Class of Certificates because the prospective
financial condition or mortgage loan servicing capacity of the Primary
Servicer is insufficient to maintain such rating; or
(v) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Primary Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of sixty (60) days; or
(vi) the Primary Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or of or relating to all or
substantially all of its property; or
(vii) the Primary Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations, or take any corporate action in
furtherance of the foregoing; or
(viii) any other event caused by the Primary Servicer which creates
an Event of Default (or an event that with notice or the passage time
would constitute such an Event of Default) of the Master Servicer under
the Pooling and Servicing Agreement; or
(ix) any compliance assessment delivered by the Primary Servicer, or
any attestation thereof by an accounting firm, includes an exception or
variance from the criteria assessed therein that the Master Servicer
determines, in its reasonable and good faith judgment, is a material
exception or variance from the servicing criteria addressed therein or
from the established practices of prudent institutional servicers of
commercial mortgage loans held by securitization vehicles; or
(x) the Primary Servicer or any Additional Servicer or Sub-Servicer
appointed by the Primary Servicer shall fail to deliver any Exchange Act
reporting items required to be delivered by such servicer under Article
XIII of the Pooling and Servicing Agreement or under Section 5.12 of this
Agreement at the times required under such Article or such Section, as the
case may be, or the failure of the Primary Servicer to comply with any
requirements to deliver any items required by Items 1122 and 1123 of
Regulation AB under any other pooling and servicing agreement relating to
any transaction similar to the Subject Securitization Transaction; or
(xi) the Primary Servicer is a "Sub-Servicer" (as defined in the
Pooling and Servicing Agreement) and is deemed to be a "Prohibited Party"
(as defined in the Pooling and Servicing Agreement), or the Primary
Servicer enters into any subservicing agreement with any such "Prohibited
Party" (as defined in the Pooling and Servicing Agreement), at any time.
Primary Servicer agrees to give prompt written notice to Master
Servicer upon the occurrence of any Primary Servicer Default.
If the Primary Servicer fails to remit to the Master Servicer when
due any amount required to be remitted under this Agreement (whether or not such
failure constitutes a Primary Servicer Default), then interest shall accrue on
the amount that was required to be remitted, and the Primary Servicer shall
promptly pay such interest to the Master Servicer, at a per annum rate equal to
the Advance Rate from and including the date when such remittance was required
to be made to but excluding the day when such remittance is actually made.
Section 6.2. Termination.
(a) The obligations and responsibilities of the Primary Servicer as
created hereby (other than as expressly provided herein) shall terminate upon
the earliest to occur of (i) the receipt by the Primary Servicer of the Master
Servicer's written notice of such termination delivered at the Master Servicer's
option following the occurrence of a Primary Servicer Default, (ii) the final
payment or other liquidation of the last Mortgage Loan remaining outstanding and
(iii) the date set forth as the date of termination in an instrument executed by
both the Primary Servicer and the Master Servicer and evidencing their mutual
consent that this Agreement be terminated (the date on which any of the events
described in clause (i), (ii) or (iii) of this sentence takes place, the
"Primary Servicing Termination Date"). From and after the Primary Servicing
Termination Date, the Primary Servicer shall, if applicable, continue to
cooperate in the transfer of primary servicing, including the delivery of files
and transfer of accounts as contemplated hereby but shall have no further
obligations under this Agreement.
(b) Without limiting the foregoing, the Primary Servicer agrees that
the rights and duties of the Master Servicer under this Agreement and the
Pooling and Servicing Agreement may be assumed by a successor Master Servicer or
the Trustee upon a termination of the Master Servicer's servicing rights
pursuant to the Pooling and Servicing Agreement.
(c) Primary Servicer's rights and obligations shall expressly
survive a termination of Master Servicer's servicing rights pursuant to the
Pooling and Servicing Agreement (except a termination of Master Servicer caused
by a Primary Servicer Default). In the event of such a termination, any
successor Master Servicer or the Trustee (if it assumes the servicing
obligations of the Master Servicer) shall be deemed to automatically have
assumed and agreed to this Agreement without further action upon becoming the
successor Master Servicer.
(d) Upon the request of Primary Servicer, the successor Master
Servicer or Trustee, as applicable, shall confirm to Primary Servicer in writing
that this Agreement remains in full force and effect. Upon the request of the
successor Master Servicer or Trustee, Primary Servicer shall confirm to the
successor Master Servicer or Trustee, as applicable, in writing that this
Agreement remains in full force and effect.
(e) The Master Servicer's reimbursement obligations to the Primary
Servicer hereunder shall survive the Primary Servicing Termination Date, but
only to the extent such reimbursement relates to a period prior to the
termination of all of the Primary Servicer's obligations hereunder.
(f) The rights of Master Servicer to terminate Primary Servicer upon
the occurrence of a Primary Servicer Default shall be in addition to any other
rights Master Servicer may have at law or in equity, including injunctive relief
or specific performance.
Section 6.3. Assignment by Primary Servicer. This Agreement and the
rights and benefits hereunder of the Primary Servicer shall not be assignable,
and the duties and obligations hereunder of such party shall not be delegable;
provided, however, that (i) the Primary Servicer (subject to Section 5.12) may
assign, sell or transfer its rights and duties under this Agreement (in whole
and not in part) to a parent company of Primary Servicer or a wholly-owned
subsidiary or affiliate of such party, or a successor by merger of Primary
Servicer; (ii) the Primary Servicer shall be entitled to employ subcontractors
to the extent provided in Article VII and (iii) the Primary Servicer (subject to
Section 5.12) shall be entitled to assign, sell or transfer its rights and
duties under this Agreement (in whole and not in part) with the reasonable
approval of the Master Servicer. Any such assignment under this Section 6.3
(other than one described in clause (ii) above) shall (i) not be effective until
such successor Primary Servicer enters into a written agreement satisfactory to
Master Servicer agreeing to be bound by the terms and provisions of this
Agreement (but not altering the obligations under this Agreement); and (ii) not
relieve the assigning Primary Servicer of any duties or liabilities arising or
incurred prior to such assignment. Any costs or expenses incurred in connection
with such assignment shall be payable by the assigning Primary Servicer. Any
assignment or delegation or attempted assignment or delegation in contravention
of this Agreement shall be null and void.
Section 6.4. Resignation of Primary Servicer. The Primary Servicer
shall not resign from the obligations and duties hereby imposed on it (except as
otherwise permitted under Section 6.3) unless it determines that the Primary
Servicer's duties hereunder are no longer permissible under applicable law or
are in material conflict by reason of applicable law with any other activities
carried on by it. Any such determination permitting the resignation of the
Primary Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Master Servicer. No such resignation shall become effective
until a successor servicer designated by the Master Servicer shall have assumed
the Primary Servicer's responsibilities and obligations under this Agreement.
Section 6.5. Post-Termination Obligations.
(a) In the event of a termination of the Primary Servicer's rights
and duties hereunder due to a Primary Servicer Default, any assignment of the
Primary Servicer's rights and duties hereunder permitted under Section 6.3 or
any resignation of the Primary Servicer from its rights and duties hereunder
permitted under Section 6.4, as the case may be, the Primary Servicer shall
promptly (i) deliver the Servicing Documents to the Master Servicer or a
Successor Primary Servicer, as directed by the Master Servicer, (ii) remit to or
at the direction of the Master Servicer, by wire transfer of immediately
available funds, all cash held by the Primary Servicer with respect to the
Mortgage Loans, and (iii) if so requested by the Master Servicer, assign to the
Master Servicer or a Successor Primary Servicer, as directed by the Master
Servicer, and in such event the Master Servicer shall assume, or cause the
Successor Primary Servicer to assume, all service contracts related to the
Mortgage Loans transferred thereon but only to the extent such contracts are
assignable and the required consents (if any) to such assignments have been
obtained. The Primary Servicer shall use all reasonable efforts to obtain the
consents required to effect such assignments.
(b) On and after the Primary Servicing Termination Date, the date of
any assignment of the Primary Servicer's rights and duties hereunder in
accordance with Section 6.3 or the date of any resignation by the Primary
Servicer from its rights and duties hereunder in accordance with Section 6.4, as
the case may be, the Primary Servicer shall promptly endorse and send to or at
the direction of the Master Servicer via overnight mail or delivery service any
checks or other funds in respect of the Mortgage Loans which are received by the
Primary Servicer.
(c) The Primary Servicer shall provide to the Master Servicer
promptly (but in no event later than ten (10) Business Days) after the Primary
Servicing Termination Date, the date of any assignment of the Primary Servicer's
rights and duties hereunder in accordance with Section 6.3 or the date of any
resignation by the Primary Servicer from its rights and duties hereunder in
accordance with Section 6.4, as the case may be, the following information, in
each case as of such date: (a) a ledger accounting itemizing the dates and
amounts of all payments made, received or applied by the Primary Servicer with
regard to the Mortgage Loans, further itemizing principal and interest payments,
tax payments, special assessments, hazard insurance, mortgage insurance
premiums, ground rents, if any, and all other payments and (b) a current trial
balance for such Mortgage Loan.
(d) On a date to be agreed upon by the Primary Servicer and the
Master Servicer, but not later than the Business Day following the Primary
Servicing Termination Date, the date of any assignment of the Primary Servicer's
rights and duties hereunder in accordance with Section 6.3 or the date of any
resignation by the Primary Servicer from its rights and duties hereunder in
accordance with Section 6.4, as the case may be, the Primary Servicer shall
commence and continue diligently to completion at its own expense, to notify the
Mortgagors under the Mortgage Loans of the address to which payments on such
Mortgage Loans should be sent after the Primary Servicing Termination Date, the
date of any assignment of the Primary Servicer's rights and duties hereunder in
accordance with Section 6.3 or the date of any resignation by the Primary
Servicer from its rights and duties hereunder in accordance with Section 6.4, as
the case may be; provided, however, that in any event, Primary Servicer shall be
obligated to notify Mortgagors within seven (7) Business Days following the
Primary Servicing Termination Date, the date of any assignment of the Primary
Servicer's rights and duties hereunder in accordance with Section 6.3 or the
date of any resignation by the Primary Servicer from its rights and duties
hereunder in accordance with Section 6.4, as the case may be.
(e) The Primary Servicer shall promptly forward to the Master
Servicer, at the Primary Servicer's expense all Mortgagor correspondence,
insurance notices, tax bills or any other correspondence or documentation
related to any Mortgage Loan which is received by the Primary Servicer after the
Primary Servicing Termination Date, the date of any assignment of the Primary
Servicer's rights and duties hereunder in accordance with Section 6.3 or the
date of any resignation by the Primary Servicer from its rights and duties
hereunder in accordance with Section 6.4, as the case may be.
(f) The Primary Servicer shall otherwise cooperate in the orderly
transfer of the servicing of the Mortgage Loans and shall forward to the Master
Servicer and any Successor Primary Servicer such documents as it may receive
from time to time regarding any Mortgage Loan transferred and provide such other
assistance as may reasonably be required by the Master Servicer or any Successor
Primary Servicer regarding such transfer.
(g) Primary Servicer shall be entitled to all fees, compensation,
interest and earnings on the Mortgage Loans accrued through the date of
termination of its obligations and rights under this Agreement.
Section 6.6. Additional Terminations. Notwithstanding any provision
herein to the contrary, this Agreement shall terminate with respect to any
Mortgage Loan if and when (i) such Mortgage Loan becomes a Specially Serviced
Mortgage Loan or an REO Mortgage Loan (provided that this Agreement shall resume
as to such Mortgage Loan if and when such Mortgage Loan becomes a Rehabilitated
Mortgage Loan), (ii) such Mortgage Loan is sold or otherwise disposed of by or
on behalf of the Trust or (iii) such Mortgage Loan is defeased. In the event of
such termination, the Primary Servicer shall comply with Section 6.5 as if a
Primary Servicer Default had occurred, except that such Section shall be
construed to relate only to such Mortgage Loan and references therein to Primary
Servicing Termination Date shall be construed to mean the date of such
termination, and (ii) the Primary Servicer shall cooperate in the orderly
transfer of the servicing of such Mortgage Loan and shall forward to the Master
Servicer such documents as it may receive from time to time with respect thereto
and provide such other assistance as may reasonably be required by the Master
Servicer with respect thereto. The Primary Servicer shall be entitled to all
fees, compensation, interest and earnings on such Mortgage Loan (to which the
Primary Servicer is otherwise entitled hereunder) accrued through the date of
termination of its obligations and rights with respect to such Mortgage Loan
under this Agreement, except that the Master Servicer shall be entitled to any
and all fees actually collected in connection with the defeasance of any
Mortgage Loan. If a Mortgage Loan subsequently becomes a Rehabilitated Mortgage
Loan, then the Primary Servicer shall promptly resume the servicing of such
Mortgage Loan in accordance with the terms hereof.
ARTICLE VII
SUBCONTRACTORS
Without prior notice to or the prior written consent of the Master
Servicer, the Primary Servicer (subject to Section 5.12) shall be permitted to
employ, at its own expense, subcontractors to perform selected services (such as
the engagement of tax monitoring services, property inspections, etc.) in
connection with Primary Servicer's performance of the Services for the Mortgage
Loans; provided, however, that: (1) the Primary Servicer shall remain fully
liable at all times for the timely performance of all Services and for all other
obligations hereunder; (2) the terms of such an arrangement shall not be binding
upon the Master Servicer or any successor primary servicer or Primary Servicer
of the Mortgage Loans; (3) no such arrangement shall obligate the Master
Servicer to communicate or deal with any Person under this Agreement other than
the Primary Servicer; (4) no such arrangement shall result in the delegation by
the Primary Servicer of its duty to make any recommendation for the granting or
withholding of any consent or waiver or the making of any other decision on the
part of the holder of any Mortgage Loan; and (5) such arrangements taken
together shall not result in the delegation by the Primary Servicer of
substantially all of its duties hereunder to any one Person or group of
Affiliated Persons.
ARTICLE VIII
PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER
All records relating to the Mortgage Loans held by the Primary
Servicer, including but not limited to the Primary Servicer Servicing Documents,
mortgage servicing documents, books, computer tapes and other documents and
records (except for microfilm records) as well as any reproductions or copies of
such records furnished for the purposes of performing Services from the Cut-Off
Date are, and shall continue at all times to be, held by the Primary Servicer
for the benefit of the Master Servicer and shall not be released, disseminated
or otherwise made available to third parties without the prior written consent
of the Master Servicer.
ARTICLE IX
INDEMNIFICATION
Section 9.1. Primary Servicer's Indemnity.
(a) The Primary Servicer shall indemnify the Master Servicer, its
officers, employees and agents against, and hold the Master Servicer harmless
from, any and all losses, liabilities, expenses, claims, demands, costs, or
judgment of any type against the Master Servicer arising out of or related to
(i) a negligent or willful failure of the Primary Servicer or any Person hired
by the Primary Servicer to perform properly any of the Services to be performed
by the Primary Servicer pursuant to the Payment and Collection Description, the
Payment and Loan Status Reports and Task Description, (ii) any failure by the
Primary Servicer to perform its obligations under this Agreement, or (iii)
breach of any of the Primary Servicer's representations and warranties
hereunder; provided, however, that the Primary Servicer shall not be required to
indemnify the Master Servicer, its officers, employees or agents against or hold
the Master Servicer, its officers, employees or agents harmless from any losses
to the extent that such loss is caused by the actions of the Master Servicer,
its officers, employees or agents in violation of the Master Servicer's duties
under this Agreement or under the Pooling and Servicing Agreement (except to the
extent that such failure was caused by the Primary Servicer's failure to perform
its obligations hereunder). The indemnification provided under this Section 9.1
shall survive the Primary Servicing Termination Date. The Master Servicer shall
promptly notify the Primary Servicer if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Master Servicer to
indemnification hereunder. The Primary Servicer shall assume the defense of any
such claim (with counsel reasonably satisfactory to the Master Servicer) and pay
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Primary Servicer
shall not affect any of the Master Servicer's rights to indemnification.
(b) Neither the Primary Servicer nor any of the directors, officers,
employees or agents of the Primary Servicer shall be under any liability to the
Master Servicer, the holders of the Certificates, the Depositor, the Trustee or
any other Person for any action taken or for refraining from the taking of any
action in good faith and using its reasonable business judgment pursuant to this
Agreement, or for errors in judgment; provided that this provision shall not
protect the Primary Servicer or any such person against any breach of a
covenant, representation or warranty contained herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in its performance of duties or by reason of reckless disregard for
its obligations and duties under this Agreement. The Primary Servicer and any
director, officer, employee or agent of the Primary Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder.
Section 9.2. Master Servicer's Indemnity. The Master Servicer shall
use all reasonable efforts to obtain the benefits of the rights of
indemnification in favor of Master Servicer contained in the Pooling and
Servicing Agreement on behalf of the Primary Servicer and the Primary Servicer's
agents, employees and subcontractors insofar as such indemnification relates to
losses, liabilities, expenses, claims, demands, costs or judgments against the
Primary Servicer arising out of or related to the Primary Servicer's performance
hereunder. The rights of the Primary Servicer provided under this Section 9.2
shall survive the Primary Servicing Termination Date.
ARTICLE X
MISCELLANEOUS
Section 10.1. Severability. If any term, covenant, condition or
provision hereof is unlawful, invalid, or unenforceable for any reasons
whatsoever, and such illegality, invalidity, or unenforceability does not affect
remaining part of this Agreement, then all such remaining parts hereof shall be
valid and enforceable and have full force and effect as if the invalid or
unenforceable part had not been included.
Section 10.2. Rights Cumulative; Waivers. The rights of each of the
parties under this Agreement are cumulative and may be exercised as often as any
party considers appropriate. The rights of each of the parties hereunder shall
not be capable of being waived or amended other than by an express waiver or
amendment in writing. Any failure to exercise (or any delay in exercising) any
of such rights shall not operate as a waiver or amendment of that or any other
such right. Any defective or partial exercise of any of such right shall not
preclude any other or further exercise of that or any other such right. No act
or course of conduct or negotiation on the part of any party shall in any way
estop or preclude such party from exercising any such right or constitute a
suspension or any waiver of any such right.
Section 10.3. Headings. The headings of the Sections and Articles
contained in this Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or any provision hereof.
Section 10.4. Construction. Unless the context otherwise requires,
singular nouns and pronouns, when used herein, shall be deemed to include the
plural of such noun or pronoun and pronouns of one gender shall be deemed to
include the equivalent pronoun of the other gender. This Agreement is the result
of arm's-length negotiations between the parties and has been reviewed by each
party hereto and its counsel. Each party agrees that any ambiguity in this
Agreement shall not be interpreted against the party drafting the particular
clause which is in question.
Section 10.5. Successors and Assigns. This Agreement and the terms,
covenants, conditions, provisions, obligations, undertakings, rights and
benefits hereof, shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their respective successors and permitted assigns. The
Special Servicer shall be an intended third-party beneficiary of this Agreement.
Section 10.6. Prior Understandings. This Agreement supersedes any
and all prior discussions and agreements between or among the Primary Servicer
and the Master Servicer with respect to the Servicing of the Mortgage Loans and
the other matters contained herein. This Agreement, together with the Pooling
and Servicing Agreement (to which the Primary Servicer is not a party), contain
the sole and entire understanding between the parties hereto with respect to the
transactions contemplated herein. If a conflict exists between this Agreement
and the Pooling and Servicing Agreement, then the Pooling and Servicing
Agreement shall control. If this Agreement requires Primary Servicer to perform
a task or duty, the details and obligations of which (a) are set forth in this
Agreement and (b)(i) are not set forth in the Pooling and Servicing Agreement or
(ii) are set forth in the Pooling and Servicing Agreement only in general terms,
then Primary Servicer shall perform such task and duties in accordance with the
details and obligations set forth in this Agreement. If this Agreement requires
Primary Servicer to perform a task or duty, the details and obligations of which
are not set forth in this Agreement but are contained in the Pooling and
Servicing Agreement, then the Primary Servicer shall perform such task and
duties in accordance with the Pooling and Servicing Agreement.
Section 10.7. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall constitute one and the same
instrument. Any party hereto may execute this Agreement by signing any such
counterpart.
Section 10.8. Governing Laws. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
Section 10.9. Notices. Unless otherwise provided for herein, all
notices and other communications required or permitted hereunder shall be in
writing (including a writing delivered by facsimile transmission) and shall be
deemed to have been duly given (a) when delivered, if sent by registered or
certified mail (return receipt requested), if delivered personally or by
facsimile or (b) on the second following Business Day, if sent by overnight mail
or overnight courier, in each case to the parties at the following addresses (or
at such other addresses as shall be specified by like notice);
If to the Master Servicer:
at the address set forth in Section 13.5 of the Pooling and
Servicing Agreement;
If to the Primary Servicer:
SunTrust Bank
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Section 10.10. Amendment. In the event that the Pooling and
Servicing Agreement is amended, this Agreement shall be deemed to have been
amended and to the extent necessary to reflect such amendment to the Pooling and
Servicing Agreement, but no such amendment to the Pooling and Servicing
Agreement or deemed amendment to this Agreement shall increase the obligations
or decrease the rights of Primary Servicer under this Agreement without its
express written consent which consent shall not be unreasonably withheld or
delayed. This Agreement may not otherwise be altered or modified except by a
written instruments executed by the party against whom enforcement is sought.
Section 10.11. Other. This Agreement shall not be construed to grant
to any party hereto any claim, right or interest in, to or against the trust
fund created pursuant to the Pooling and Servicing Agreement or any assets of
such trust fund.
Section 10.12. Benefits of Agreement. Nothing in this Agreement,
express or implied, shall be construed to grant to any Mortgagor or other
Person, other than the parties to this Agreement and the parties to the Pooling
and Servicing Agreement, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement.
[signature page follows]
IN WITNESS WHEREOF, this Agreement has been signed on behalf of each
of the parties hereto by an authorized representative, all as of the day and
year first above written.
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, acting solely in
its capacity as a Master
Servicer under the Pooling and
Servicing Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Sr. Vice President
SUNTRUST BANK
By: /s/ Authorized Signatory
-------------------------------
SCHEDULE I
LOAN SCHEDULE
Primary Servicing
CMSA Loan Fee Rate
Number Loan Name Cut-Off Date Balance (basis points)
------------------------------------------------------------------------------------------------
18 Copper Mill $20,000,000 3.0000
21 ▇▇▇▇▇▇▇▇▇▇▇▇ Village $17,440,000 3.0000
22 ▇▇▇▇▇▇▇▇ Corner $17,040,000 3.0000
23 Candleton Village $16,976,747 3.0000
32 Hilton Garden Inn Kennesaw $12,970,194 3.0000
35 OK State Housing $11,764,073 3.0000
42 Ice House Lofts $9,200,000 3.0000
44 Garners Crossing $8,925,000 3.0000
45 Brunswick Associates $8,780,506 3.0000
56 Hampton Inn Chesapeake $7,287,400 3.0000
64 Shoppes at ▇▇▇▇▇▇'▇ Landing $3,566,300 3.0000
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ $2,889,761 3.0000
72 ▇▇▇▇▇▇▇ ▇▇▇▇ $5,936,400 3.0000
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $4,200,000 3.0000
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ $4,094,260 3.0000
97 Walgreen's Kennesaw $3,694,918 3.0000
98 Walgreen's Cudahy $3,644,944 3.0000
100 Ameriguard Self Storage $3,595,024 3.0000
▇▇▇ ▇▇▇ ▇▇▇▇ Station $3,292,832 3.0000
110 Battlefield Freedom $3,220,770 3.0000
120 Imperial Corners $2,720,000 3.0000
126 Holiday MHP $2,400,000 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $2,196,906 3.0000
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Medical $1,995,634 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ $1,925,000 3.0000
▇▇▇ ▇▇▇▇'▇ ▇▇▇▇▇ $1,830,000 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $1,015,638 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ $707,051 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Plaza $1,556,584 3.0000
147 Jared Jewelers $1,505,000 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $1,461,792 3.0000
▇▇▇ ▇▇▇ ▇▇▇▇▇ $1,453,051 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $1,448,135 3.0000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $1,277,197 3.0000
163 Shoppes @ Highland $1,041,603 3.0000
##
EXHIBIT A
Pooling and Servicing Agreement
EXHIBIT B
Exhibit B-1: Form of Day One Report
Exhibit B-2: Form of Monthly Remittance Report
Exhibit B-3: Forms of Loan Status Reports
Exhibit B-4: Form of Monthly Report on Pending Special Requests
Exhibit B-5: Task Description
Exhibit B-6: Consent Procedures
EXHIBIT B-1
Form of Day One Report
Primary Servicer Name
Pool Name
For Payment Due: _________________
==================================================================================================================================
Scheduled
▇▇▇▇▇ Primary Beginning Actual Monthly Scheduled Scheduled Ending Primary Primary
Fargo Servicer Principal Paid to P&I Principal Interest Principal Interest Servicing Servicing
Loan # Loan # Balance Date Payment Payment Payment Balance Rate Fee Rate Fee
==================================================================================================================================
$ - $ - $ - $ - $ - 0.000% 0.000% $ -
$ - $ - $ - $ - $ - 0.000% 0.000% $ -
$ - $ - $ - $ - $ - 0.000% 0.000% $ -
TOTAL $ - $ - $ - $ - $ - $ -
=============================================================================================================
==============================================================
▇▇▇▇▇
Fargo Prepayment Partial Full Prepayment
Loan # Penalty Prepayment Prepayment Date
==============================================================
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
TOTAL $ - $ - $ -
=======================================
Prepared By: _____________________
Title: ___________________________
EXHIBIT B-2
Form of Monthly Remittance Report
Primary Servicer Name
Address
Pool Name
Monthly Remittance Report -
mm/dd/yy
================================================================================================================================
▇▇▇▇▇ Primary Beginning Gross Net Gross Primary Net Late
Fargo Servicer Principal P&I Principal Interest Interest Servicing Interest Charge Total Net
Loan # Loan # Balance Payment Payment Payment Basis Fee Amount Payment Payment Remittance
================================================================================================================================
$ - $ - $ - $ - 0.000% $ - $ - $ - $ -
$ - $ - $ - $ - 0.000% $ - $ - $ - $ -
$ - $ - $ - $ - 0.000% $ - $ - $ - $ -
TOTAL $ - $ - $ - $ - 0.00% $ - $ - $ - $ -
REMITTANCE ===========================================================================================================
=========================================================
Payment
▇▇▇▇▇ Ending Date Recd
Fargo Principal From Paid
Loan # Balance Borrower to Date
=========================================================
$ - $ -
$ - $ -
$ - $ -
TOTAL $ - $ -
REMITTANCE =======================
Prepared By: _____________________
Title: ___________________________
EXHIBIT B-3
Forms of Loan Status Reports
Exhibit B-3(a): Real estate tax monitoring report
Exhibit B-3(b): Insurance monitoring report
Exhibit B-3(c): UCC monitoring report
EXHIBIT B-3(a)
(Real estate tax monitoring report)
Pool Name
TAX MONITORING REPORT
DATED AS OF (month end)
Primary Servicer:
----------------------------------------------------------------------------------------------------------
▇▇▇▇▇ Primary Last Tax Next Tax
Fargo Servicer Borrower Property Parcel Taxing Amount Last Date Amount Next Tax
Loan # Loan # Name Address Number Authority Paid Tax Paid Due Due Date
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Prepared By: ____________
Title: __________________
EXHIBIT B-3(b)
(Insurance monitoring report)
Pool Name
INSURANCE MONITORING REPORT
DATED AS OF (month end)
Primary Servicer:
--------------------------------------------------------------------------------------------------------------------------------
Loss
Payee Meets
▇▇▇▇▇ Primary Reflects Insurance
Fargo Servicer ▇▇▇▇. Expir. Type of Pol. Prem. Trust Rating Agent
Loan # Loan # Name Date Coverage Number Amount Carrier (Y or N) (Y or N) Agent City
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------
▇▇▇▇▇
Fargo Agent Policy Loan Coverage
Loan # State Amount Bal. Difference
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
Prepared By:
Title:
EXHIBIT B-3(c)
(UCC monitoring report)
Pool Name
UCC MONITORING REPORT
DATED AS OF (month end)
Primary Servicer:
------------------------------------------------------------------------------------------------------------------------------
Jurisdiction
▇▇▇▇▇ (Secretary of
Fargo Primary Servicer Borrower State or Original Continuation Next
Loan # Loan # Name County) Filing Date Filing Number Filing Date
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
EXHIBIT B-4
(Report on Pending Special Requests)
QUARTERLY REPORT ON PENDING SPECIAL REQUESTS
Pool Name:
Date:
Primary Servicer:
-------------------------------------------------------------------------------------------------------------------------
Primary Servicer Loan Master Servicer Property Type of Date Request Status of Anticipated
Number Loan Number Name Request Received Request Close Date
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
EXHIBIT B-5
TASK DESCRIPTION
MASTER SERVICER/PRIMARY SERVICER TASK LIST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ13
Note: Some listed tasks designate more than one party to perform that function
by placing an X in more than one column. In these instances, the parties
shall follow any specific guidance about the allocation of
responsibilities in completing the task found in the terms of this
Agreement. In the absence of specific allocation of obligations in this
Agreement, the parties shall work in good faith to allocate
responsibilities in a fair and equitable manner in accordance with this
Agreement and the Pooling and Servicing Agreement.
------------------------------------------------------------------------------------------------------------------------------------
MASTER PRIMARY SPECIAL TRUSTEE
SERVICER SERVICER SERVICER
------------------------------------------------------------------------------------------------------------------------------------
1. Asset Files
Original collateral file (security) X
Authorized parties list for request for release of collateral X X
from Trustee
Establish servicing files criteria X
Establish and maintain servicing files X
Provide access to servicing files and copies of servicing files X
or of specific documents upon request to the Master Servicer
Request delivery of files from Trustee upon request and X
certification of Primary Servicer
------------------------------------------------------------------------------------------------------------------------------------
2. Property Taxes
Monitoring of tax status - Loans with/without escrows X
Recommendation of payment of taxes - Loans with/without escrows X
Notification of advance requirement not less than 3 business X
days prior to advance being required
Payment of taxes - with sufficient escrows X
Payment of taxes - with escrow shortfall X
------------------------------------------------------------------------------------------------------------------------------------
3. Property Insurance
Monitoring of insurance status - Loans with/without escrows X
Ensure insurance carrier meets Pooling and Servicing Agreement X
qualifications
Ensure insurance in favor of the Master Servicer on behalf of X
the Trustee
Recommendation of payment or force placement of insurance X
with/without escrow
Notification of advance requirement or force placement of X
insurance not less than 3 business days prior to advance being
required
Payment of insurance - with sufficient escrows X
Payment of insurance or force placement - with escrow shortfall X
Manage processing of insurance claims in accordance with X
Mortgage Loan documents and the Pooling and Servicing Agreement
Collection of insurance proceeds X
Consent to application of insurance proceeds X
------------------------------------------------------------------------------------------------------------------------------------
4. UCC Continuation Filings
Maintain and monitor tickler system of the refiling dates on X
all Loans
File UCC Continuation Statements X
Pay recording fees X
------------------------------------------------------------------------------------------------------------------------------------
5. Collection/Deposit/Remittance of P&I payments and Principal
Prepayments
Collection and deposit of loan P&I payments and Principal X
Prepayments
Remittance of available Primary Servicer P&I payments (net of X
Primary Servicing Fee) to Master Servicer
Remittance of collections to the Trustee X
Remittance of Special Servicer compensation to the Special X
Servicer
Approval of Prepayment Premiums X
------------------------------------------------------------------------------------------------------------------------------------
6. Collection/Deposit/Disbursement of Reserves
Collection and deposit of reserves X
Disbursement of reserves X
------------------------------------------------------------------------------------------------------------------------------------
7. Customer Billing, Collection and Customer Service
Contact delinquent borrowers by phone not more than 3 days X
after date of delinquency
Send 30 day delinquent notices X
Send notice of balloon payment to each Mortgagor one year, 180 X
days and 90 days prior to the related maturity date
Provide copy of balloon payment notice to Master Servicer X
------------------------------------------------------------------------------------------------------------------------------------
8. Escrows
Setup and monitor Escrow Accounts including escrow analysis X
Pay borrower investment income as required under mortgage loan X
documents or applicable law
Prepare annual escrow analysis X
------------------------------------------------------------------------------------------------------------------------------------
9. Loan payment history/calculation
Maintain loan payment history X
Create payoff/reinstatement statements and telecopy to Master X
Servicer
Approve payoff calculations and telecopy approval to Primary X
Servicer within five (5) Business Days
------------------------------------------------------------------------------------------------------------------------------------
10. Monitoring of Financial and Legal Covenants
Collect monthly, quarterly and annual operating statements, X
budgets, rent rolls and borrower financial statements, as
applicable
Promptly deliver to the Master Servicer copies of the operating X
statements and rent rolls received or obtained by the Primary
Servicer
For each Mortgaged Property, within 90 calendar days after the X
end of each of the first three quarters (in each year) for the
trailing or quarterly information received, commencing with
respect to the quarter ending on June 30, 2007, deliver one (1)
copy of completed annual operating statement analysis using the
CMSA Operating Statement Analysis Report and a completed CMSA
Financial File (in each case in the form and containing the
information called for by the version of such report in effect
at the time under the reporting standards of the CMSA) (in
electronic format) for each Mortgaged Property to the Master
Servicer, prepared using non-normalized quarterly operating
statements and rent rolls received from the related Mortgagor.
With respect to each calendar year, beginning in 2008 for X
year-end 2007, no later than the earlier of (i) 60 days after
receipt of the underlying operating statements from the related
Mortgagor and (ii) February 1 of each such calendar year,
deliver to the Master Servicer an operating statement analysis
report using the CMSA Operating Statement Analysis Report, a
completed CMSA Financial File and a completed NOI Adjustment
Worksheet (in each case in the form and containing the
information called for by the version of such report in effect
at the time under the reporting standards of the CMSA) for each
Mortgage Loan (in electronic format), based on the most
recently available year-end financial statements and most
recently available rent rolls of each applicable Mortgagor (to
the extent provided to the Primary Servicer by or on behalf of
each Mortgagor), containing such information and analyses for
each Mortgage Loan provided for in the respective forms of
Operating Statement Analysis Report, CMSA Financial File and
NOI Adjustment Worksheet as would customarily be included in
accordance with the Servicing Standard, including without
limitation, Debt Service Coverage Ratios and income.
Deliver to Master Servicer and the Persons identified in (and X
otherwise in accordance with) Section 8.14 of the Pooling and
Servicing Agreement copies of any annual, monthly or quarterly
financial statements and rent rolls collected with respect to
the Mortgaged Properties, in each case within 30 days following
receipt thereof by the Primary Servicer. As and to the extent
requested by Master Servicer following request therefor
received by Special Servicer, make inquiry of any Mortgagor
with respect to such information or as regards the performance
of the related Mortgaged Property in general.
------------------------------------------------------------------------------------------------------------------------------------
11. Advancing
Determination of Non-Recoverability X
------------------------------------------------------------------------------------------------------------------------------------
12. Reporting (Electronic mail)
Prepare and deliver to the Master Servicer the Day One Report X
(in the form of and setting the information called for by
Exhibit B-1) on the first business day of each month
Prepare and deliver to the Master Servicer a Monthly Remittance X
Report (in the form of and setting the information called for
by Exhibit B-2) for payments received on Mortgage Loans on
each day that funds are required to be wired to the Master
Servicer under Section 2 of this Agreement
With respect to all modifications, waivers, consents or X
amendments that have been proposed, prepare and deliver to the
Master Servicer a Monthly Report on Pending Special Requests
(in the form of and setting form the information called for by
Exhibit B-4) on the first business day of each month
Prepare and deliver to the Master Servicer a CMSA Delinquent X
Loan Status Report (in the form and containing the information
called for by the version of such report in effect at the time
under the reporting standards of the CMSA) on all Mortgage
Loans on the Primary Servicer Remittance Date occurring in each
month reflecting information as of the close of business on the
Primary Servicer Determination Date occurring in such month
Deliver on each April 25, July 25, October 25, and January 25 X
of each year a Quarterly Servicing Accounts Reconciliation
Certification in the form of Exhibit E
Prepare Loan Status Reports (in the forms of and setting the X
information called for by Exhibit B-3) in each January, April,
July and October of each year (commencing in July 2007);
deliver same to Master Servicer not later than the Primary
Servicer Remittance Date
Complete and deliver CMSA Loan Setup File (in the form and X X
containing the information called for by the version of such
report in effect at the time under the reporting standards of
the CMSA) for Mortgage Loans in accordance with Pooling and
Servicing Agreement
Complete CMSA Loan Periodic Update File (in the form and X
containing the information called for by the version of such
report in effect at the time under the reporting standards of
the CMSA) for Mortgage Loans reflecting information as of the
close of business on the Primary Servicer Determination Date in
each month; deliver same to Master Servicer not later than the
Primary Servicer Remittance Date occurring in such month; such
report to be in addition to the Day One Report
Complete CMSA Property File (in the form and containing the X
information called for by the version of such report in effect
at the time under the reporting standards of the CMSA) for
Mortgage Loans reflecting information as of the close of
business on the Primary Servicer Determination Date in each
month; deliver same to Master Servicer not later than the
Primary Servicer Remittance Date occurring in such month
Complete CMSA Servicer Watch List (in the form and containing X
the information called for by the version of such report in
effect at the time under the reporting standards of the CMSA)
for Mortgage Loans reflecting information (including the
information required under the Pooling and Servicing Agreement)
as of the close of business on the Primary Servicer
Determination Date in each month; deliver same to Master
Servicer not later than the Primary Servicer Remittance Date
occurring in such month
Complete and deliver CMSA Comparative Financial Status Report X
(in the form and containing the information called for by the
version of such report in effect at the time under the
reporting standards of the CMSA) reflecting information as of
the close of business on the Primary Servicer Determination
Date in each month; deliver same to Master Servicer not later
than the Primary Servicer Remittance Date occurring in such
month
Complete CMSA Loan Level Reserve/LOC Report (in the form and X
containing the information called for by the version of such
report in effect at the time under the reporting standards of
the CMSA) for Mortgage Loans reflecting information as of the
close of business on the Primary Servicer Determination Date in
each month; deliver same to Master Servicer not later than the
Primary Servicer Remittance Date occurring in such month
Complete all other CMSA reports (in the form and containing the X
information called for by the version of each such report in
effect at the time under the reporting standards of the CMSA)
other than the Historical Loan Modification and Corrected
Mortgage Loan Report, the Historical Liquidation Report and the
REO Status Report, required to be provided by the Master
Servicer under the Pooling and Servicing Agreement, reflecting
information as of the close of business on the Primary Servicer
Determination Date in each month; deliver same to Master
Servicer not later than the Primary Servicer Remittance Date
occurring in such month
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13. Property Annual Inspections
Conduct site inspection in accordance with requirement of X
Section 8.17 of the Pooling and Servicing Agreement
Provide one copy of Inspection Reports (in the form and X
containing the information called for by the version of each
such report in effect at the time under the reporting standards
of the CMSA) to the Master Servicer and other Persons
identified in Section 8.17 of the Pooling and Servicing
Agreement within 30 days of inspection
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14. Preparation of servicing transfer letters X
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15. Preparation of IRS Reporting (1098s and 1099s or other tax X
reporting requirements) and delivery of copies to the Master
Servicer by January 31st of each year
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16. Comply with Section 5.12 of this Agreement. X
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17. [Reserved]. X
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18. Compensation
Primary Servicing Fee X
Investment earnings on Primary Servicer Collection Account, to X
the extent provided in Section 2.1(e) of this Agreement
Investment earnings on escrow or reserve accounts not payable X
to borrower, to the extent provided in Section 2.1(f) of this
Agreement
Compensation specified on Exhibit B-6 in connection with X
modifications, waivers, consents or amendments
Late charges and default interest to the extent collected from X
borrowers (offsets advance interest per Pooling and Servicing
Agreement with remainder to Master Servicer)
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EXHIBIT B-6
CONSENT PROCEDURES AND COMPENSATION
1. With respect to each immaterial proposed Mortgage Loan modification,
waiver, consent or amendment (each an Immaterial Decision) requested by a
borrower, the Primary Servicer shall obtain the relevant information from the
related borrower and analyze the request and, if the Primary Servicer (acting in
a manner that is consistent with the Servicing Standard) determines to enter
into the requested transaction, the Primary Servicer shall execute and deliver
the relevant agreement or other instrument and otherwise consummate the
transaction. In connection with such Immaterial Decision, the Primary Servicer
shall be entitled to 100% of any consent or similar fee actually collected and
otherwise payable to the Master Servicer under the Pooling and Servicing
Agreement.
2. With respect to each material proposed Mortgage Loan modification,
waiver, consent or amendment (each a Material Decision) requested by a
borrower, the Primary Servicer shall obtain the relevant information from the
related borrower and analyze the request and, unless the Primary Servicer
(acting in a manner that is consistent with the Servicing Standard) determines
to disapprove the requested transaction, the Primary Servicer shall deliver to
the Master Servicer a recommendation with an analysis and supporting
documentation information (in such form as may be prescribed in the Pooling and
Servicing Agreement or by the Master Servicer). The Master Servicer shall
determine whether or not to approve any Material Decision for which the Primary
Servicer has recommended approval, and the Master Servicer shall be responsible
for submitting a recommendation to any Person entitled to approve or review the
Material Decision under the Pooling and Servicing Agreement; and, if the Master
Servicer approves the Material Decision, it shall notify the Primary Servicer
and the Primary Servicer shall execute and deliver the relevant agreement or
other instrument and otherwise consummate the Material Decision. In connection
with such Material Decision, the Primary Servicer shall be entitled to 50%, and
the Master Servicer shall be entitled to the remainder, of any consent or
similar fee actually collected and otherwise payable to the Master Servicer
under the Pooling and Servicing Agreement. In no event shall the Master
Servicers approval be a condition to a determination by the Primary Servicer to
disapprove any Material Decision. With respect to any Material Decision which
does not require the approval or review of any Person other than the Master
Servicer under the Pooling and Servicing Agreement, the Master Servicer shall
determine whether to approve such Material Decision within 10 days of its
receipt from the Primary Servicer of its analysis and all supporting
documentation required for the Master Servicer to evaluate such Material
Decision. If the Master Servicer fails to approve or disapprove such Material
Decision within such time period, such Material Decision shall be deemed
approved by the Master Servicer. With respect to any Material Decision which
requires the approval or review of any Person in addition to the Master Servicer
under the Pooling and Servicing Agreement, the Master Servicer shall within 10
days of its receipt of the Primary Servicers analysis and all required
supporting documentation determine its recommendation regarding such Material
Decision and submit such recommendation to such Person; the timing of the
Primary Servicers receipt of a determination with respect to such Material
Decision shall be subject to when such Person makes its determination in
accordance with the terms of the Pooling and Servicing Agreement. The Master
Servicer shall notify the Primary Servicer within three Business Days of its
receipt from the Primary Servicer of initial documentation and analysis with
respect to any Material Decision if additional analysis or supporting
documentation is required by the Master Servicer, and the 10-day time periods
referred to in this paragraph shall not commence until such additional analysis
or documentation is received by the Master Servicer.
3. All matters listed below as Material Decisions are hereby deemed to be
Material Decisions. All matters listed below as Immaterial Decisions are hereby
deemed to be Immaterial Decisions. With respect to any matter that is not listed
as a Material Decision or an Immaterial Decision, the Primary Servicer shall
notify the Master Servicer of the Primary Servicers preliminary determination
of the matters materiality or immateriality, and the Master Servicer shall have
5 business days to disagree with such determination. Unless the Master Servicer
disagrees, the matter shall be considered a Material Decision or an Immaterial
Decision according to the Primary Servicers preliminary determination. If the
Master Servicer disagrees, the matter shall be considered a Material Decision or
Immaterial Decision according to the Master Servicers determination.
4. Notwithstanding the foregoing, the Master Servicer alone shall make any
determination to grant or withhold approval of any defeasance of the Mortgage
Loan in whole or in part, and it shall process the defeasance and be entitled to
the entirety of any fees payable by the borrower in connection with any such
defeasance. Upon request the Master Servicer shall promptly notify the Primary
Servicer of the status of the defeasance of any Mortgage Loan. Upon completion
of the defeasance of any Mortgage Loan, Master Servicer shall notify the Primary
Servicer of such defeasance.
5. For purposes of the foregoing, for Material Decisions, if the fee
chargeable to the borrower in connection with any proposed modification, waiver,
consent or amendment is not prescribed in the mortgage loan documents, the
Master Servicer shall have the right to consent to the amount of the fee to be
charged.
6. Notwithstanding Item 1, Item 2 and Item 3 above, with respect to each
proposed Mortgage Loan modification, waiver, consent or amendment as to which
the Special Servicer (or another Person other than the Master Servicer) under
the Pooling and Servicing Agreement is exclusively entitled to make a
determination to approve or disapprove (and/or to make a recommendation to
another Person), the Primary Servicer shall forward the borrower request to the
Master Servicer and the Primary Servicer shall not be entitled to approve or
disapprove the request, to make a recommendation or to receive any compensation
therefor.
7. The Primary Servicer shall provide to the Master Servicer, quarterly on
the Primary Servicer Remittance Date in January, April, July and October of each
year, a report in form of Exhibit B-4 to the Primary Servicing Agreement setting
forth the information called for by such form with respect to (i) all Immaterial
Decisions that are pending but have not yet been consummated, (ii) all
Immaterial Decisions that have been consummated since the prior such report and
(iii) all Material Decisions that were disapproved by the Primary Servicer.
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Each of the following Items 1 through 11 shall constitute a Material Decision for purposes of the Primary Consent of
Servicing Agreement: Special Servicer
or other Person
Likely to be
Required?*
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1. any modification, waiver, consent or amendment under any Mortgage Loan, in addition to those noted Yes
below, requiring the consent or approval of the Special Servicer or other Person under the Pooling
and Servicing Agreement
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2. consent or approval of any waiver of any due-on-sale provision or of any assignment and assumption Yes
of the Mortgaged Property
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3. consent or approval of any assignment of direct or indirect ownership interests in the Mortgaged Yes
Property or in the mortgagor not expressly permitted in the mortgage loan documents
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4. consent or approval of any waiver of a due-on-encumbrance provision or of the entering into any Yes
additional indebtedness by the mortgagor.
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5. any determination of whether or not to release any condemnation proceeds or proceeds of any No
casualty insurance policy to the mortgagor or another Person
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6. waiver of any default interest or late payment charge under the Mortgage Loan Yes
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7. any modification, waiver or amendment of any restriction on principal prepayment set forth under Yes
the terms of the Mortgage Loan
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8. any initiation, prosecution or continuation of any legal proceedings (including any foreclosure Yes
proceedings) or any determination to obtain a deed in lieu of foreclosure
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9. approval of any provisions regarding the establishment, maintenance or termination of any reserve Yes
fund, escrow account, letter of credit or other additional collateral
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10. approval of any draw on any letter of credit or other additional collateral under the Mortgage Loan Yes
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11. any approval of a new, modified, terminated or amended lease for more than 20% of the net rentable No
area of the property or 10,000 square feet (whichever is lesser), provided that (1) no
subordination, non disturbance and attornment agreement (an SNDA) exists with respect to such
lease and (2) no such lease is a Ground Lease.
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12. any approval of a new, modified, terminated or amended lease not described in Item 11 if (1) an Yes
SNDA exists with respect to such lease or (2) such lease is a Ground Lease, and any grant or
approval of any request for (or any waiver, consent, approval, amendment or modification in
connection with) an SNDA
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*(i) The terms of the Pooling and Servicing Agreement shall govern to the extent that there is any conflict between
this column and what is required thereunder and (ii) to the extent the Master Servicer must exercise its discretion to
determine when the Special Servicers or another Persons consent is required with respect to any listed Material
Decision, the Master Servicers decision may differ from what is indicated in this column on a case by case basis.
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Each of the following Items 1 through 4 shall constitute an Immaterial Decision for purposes of the Primary Servicing Agreement:
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1. any release of a non-material parcel or other portion of the Mortgaged Property if (1) the related Mortgage Loan
documents expressly require the related Mortgagor thereunder to make such releases upon the satisfaction of certain
terms or conditions shall be made as required by such Mortgage Loan documents and (2) no REMIC Pool will fail to
qualify as a REMIC as a result thereof and no tax on prohibited transactions or contributions after the Closing
Date would be imposed on either REMIC Pool as a result thereof; and provided that the Primary Servicer shall cause the
Mortgagor to pay the costs (including attorneys fees and expenses) associated with the determination described in
clause (2)
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2. the approval of the annual budget for the operation of the Mortgaged Property provided that no such budget (1) relates
to a fiscal year in which an Anticipated Repayment Date occurs, (2) except with respect to Co op Mortgage Loans
provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor
for the prior year or (3) provides for the payment of any material expenses to any affiliate of the Mortgagor (other
than the payment of a management fee to any property manager if such management fee is no more than the management fee
in effect on the Cut-off Date)
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EXHIBIT C
Form of Power of Attorney from Master Servicer
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
Attention: Commercial Mortgage Pass-
Through Certificates Series 2007-IQ13
Space above this line for Recorders use
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LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
acting solely in its capacity as a Master Servicer (Master Servicer), under
the Pooling and Servicing Agreement dated as of March 1, 2007 (the Pooling and
Servicing Agreement) and a Primary Servicing Agreement dated as of March 1,
2007 (the Primary Servicing Agreement), in each case relating to the
Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13, does hereby
nominate, constitute and appoint SUNTRUST BANK, as Primary Servicer under the
Primary Servicing Agreement (Primary Servicer), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:
To perform any and all acts which may be necessary or appropriate to enable
Primary Servicer to service and administer the Mortgage Loans (as defined in the
Primary Servicing Agreement) in connection with the performance by Primary
Servicer of its duties as Primary Servicer under the Primary Servicing
Agreement, giving and granting unto Primary Servicer full power and authority to
do and perform any and every act necessary, requisite, or proper in connection
with the foregoing and hereby ratifying, approving or confirming all that
Primary Servicer shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of [___], 2007.
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, acting solely in its
capacity as a Master Servicer under
the Pooling and Servicing Agreement
and the Primary Servicing Agreement
By:_________________________________
Name:
Title:
EXHIBIT D
[RESERVED]
EXHIBIT E
Quarterly Servicing Accounts Reconciliation Certification
Primary Servicer: SunTrust Bank
RE: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. , Commercial Mortgage Pass-Through
Certificates, Series 2007-IQ13
Pursuant to the Primary Servicing Agreement between ▇▇▇▇▇ Fargo Bank, National
Association (▇▇▇▇▇ Fargo Bank) and SunTrust Bank (Primary Servicer) for the
transaction referenced above, I hereby certify with respect to each mortgage
loan subserviced by Primary Servicer for ▇▇▇▇▇ Fargo Bank for such transaction
that within 25 days after the end of each of the months of [January, February
and March][April, May and June][July, August and September][October, November
and December] [(and, if this report is delivered in July 2007, the period from
the Closing Date through March 30, 2007)], any and all deposit accounts, escrow
accounts and reserve accounts, and any and all other collection accounts and
servicing accounts, related to such mortgage loan have been properly reconciled,
and the reconciliations have been reviewed and approved, by Primary Servicers
management, except as otherwise noted below:
EXCEPTIONS: ______________________________________________
__________________________ [Signature]
Name: [INSERT NAME OF SERVICING OFFICER]
Title: Servicing Officer, SunTrust Bank
Date: [April, July, October, January] 25, [20__]