WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) EXHIBIT S-2A FORM OF POWER OF ATTORNEY TO GENERAL SPECIAL SERVICER RECORDING REQUESTED BY: LNR Partners, Inc. AND WHEN RECORDED MAIL TO: LNR Partners, Inc. 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attentixx: Xxxxxx Xxxxxxx Xxxxxxx X Xxx., Xxxxxxxxxx Xxxxxxxx Xxxx-Through Certixxxxxxs, Xxxxxs 2007-IQ13 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that U.S. BANK NATIONAL ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2007-IQ13 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint LNR PARTNERS, INC., as general special servicer under the Pooling and Servicing Agreement (the "General Special 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 LNR Partners, Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by LNR Partners, Inc. of its duties as General Special Servicer under the Pooling and Servicing Agreement, giving and granting unto LNR Partners, Inc. 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 LNR Partners, Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the General Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the General Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to...
WITNESS my hand and official seal. Notary Public in and for said State EXHIBIT F -56- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] STATE OF_____________________) )ss. COUNTY OF____________________) On _________________________, before me, ______________________, a Notary Public in and for said state, personally appeared ___________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal. Notary Public
WITNESS my hand and official seal. Notary Public My Commission Expires: EXHIBIT A PROVIDENCE CAPITAL VII, INC. CONFIDENTIAL INVESTOR QUESTIONNAIRE The Shares offered for sale pursuant to the registration exemption afforded by Rule 506 of the Act and accompanying Disclosure Document dated November 24, 1999, of the common stock (the "Common Stock") of Providence Capital VII, Inc. (the "Company") a Colorado corporation, have not been registered under the Securities Act of 1933 (the "Act"), or under the securities laws of any state (the "State Acts"), and are being offered for sale and sold in reliance upon exemptions from the registration requirements of the Act and the State Acts. As a result, this Questionnaire must be completed by each potential investor in order to assist the Company in determining whether the offer for sale and sale of the Shares will qualify under such exemptions. All information furnished is for the use of the Company and its respective counsel and accountants. Such information will be held in confidence by such persons, except that this Confidential Investor Questionnaire may be furnished to such parties as the Company and its respective counsel and accountants deem necessary or desirable to establish compliance with federal or state securities laws. SPECIAL NOTE: CORPORATIONS, PARTNERSHIPS, TRUSTS, AND OTHER ENTITIES Subscribers which are corporations, partnerships, trusts, or other entities should have an authorized corporate officer, general partner, trustee, or other authorized representative complete Section I of this Confidential Investor Questionnaire, giving information concerning such representative, and may optionally complete Section II of the Confidential Investor Questionnaire giving information concerning the entity. In addition, the following information should be provided with respect to the entity:
WITNESS my hand and official seal. Notary Public in and for said State EXHIBIT F -59- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] SUBORDINATION AGREEMENT _______________________________________________________, being the beneficiary under that certain deed of trust dated _____________________, 199__ and recorded in the Office of the County Recorder of San Diego County, California on ____________, 1999__ as Document No. ________________, hereby declares that the lien and charge of said deed of trust are and shall be subordinate and inferior to the Agreement Between Landowners Including Covenants, Conditions and Restrictions and Grants of Easements for Carmel Center and Including Termination of Both Former Declaration and Prior Grants of Easements to which this Subordination Agreement is attached. [NAME OF LENDER] By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- STATE OF_____________________) )ss. COUNTY OF____________________) On _________________________, before me, ______________________, a Notary Public in and for said state, personally appeared ___________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal. Notary Public [SEAL] My Commission Expires: ____________________
WITNESS my hand and official seal. My Commission expires: ----------------------------------------- ------------------------- Notary Public
WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) EXHIBIT T FORM OF DEBT SERVICE COVERAGE RATIO PROCEDURES
WITNESS my hand and official seal. Signature of the Notary (Seal) EXHIBIT A-1 ----------- SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). [NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE ADMINISTRATOR, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION AND WILL NOT SUBJECT THE CERTIFICATE ADMINISTRATOR, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT (AS DEFINED BELOW), PROVIDED THAT NO SUCH OPINION SHALL BE REQUIRED UNDER THE CIRCUMSTANCES SET FORTH IN THE AGREEMENT.] [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS [ , 200 ]. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [ ]% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT) AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER [$1,000/$100,000] OF [PRINCIPAL/NOTIONAL] AMOUNT AND THE YIELD TO MATURITY IS [ ]%, COMPUTED UNDER THE APPROXIMATE METHOD. THERE IS NO SHORT ACCRUAL PERIOD WITH RESPECT TO THIS CERTIFICATE. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.] First Distribution Date: Certificate Administrator: [Initial Certificate Principal [______________] Balance of this Certificate: $____________]
WITNESS my hand and official seal. Signature [Seal] -------------------------------- 82 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On before me, , -------------- ------------------------------------------ [insert date] [Here insert name and title of notary] personally appeared , ------------------------------------------------- / / personally known to me, or / / proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ties), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which such person(s) acted, executed the instrument.
