WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) FORM OF POWER OF ATTORNEY TO CO-OP SPECIAL SERVICER RECORDING REQUESTED BY: National Consumer Cooperative Bank AND WHEN RECORDED MAIL TO: National Consumer Cooperative Bank 1725 Eye Street, N.W. Washington, D.C. 20006 Attention: Kathleen Luzix, Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Spaxx xxxxx xxxx 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 NATIONAL CONSUMER COOPERATIVE BANK ("NCCB"), as co-op special servicer under the Pooling and Servicing Agreement (the "Co-op 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 NCCB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by NCCB of its duties as Co-op Special Servicer under the Pooling and Servicing Agreement, giving and granting unto NCCB 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 NCCB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Co-op 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 Co-op 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 represent the Trustee in any action, suit or proceeding not directly relating to the serv...
WITNESS my hand and official seal. Notary Public in and for said State EXHIBIT F -55- 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 IV, 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 IV, 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. Notary Public SEAL EXHIBIT A [FORM OF REDEEMABLE OR NONREDEEMABLE DEBT SECURITY] [FACE OF DEBT SECURITY] THIS DEBT SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. [IF THIS DEBT SECURITY IS AN ORIGINAL ISSUE DISCOUNT DEBT SECURITY, INSERT-- FOR PURPOSES XX XXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS DEBT SECURITY IS _____% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS __________, 19__ [AND] THE YIELD TO MATURITY IS ____ %. [THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF __________, 19__ TO ________, 19__, IS ____% OF THE PRINCIPAL AMOUNT OF THIS DEBT SECURITY.] HILTON HOTELS CORPORATION [DESIGNATION OF SERIES] No.__________ $__________ HILTON HOTELS CORPORATION, a Delaware corporation (herein referred to as the "Company," which term includes any successor corporations under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _____________________ or registered assigns the principal sum of _____________________ Dollars on ___________ (the "Stated Maturity Date") [OR INSERT DATE FIXED FOR EARLIER REDEMPTION (the "Redemption Date") and, together with the Stated Maturity Date with respect to principal repayable on such date, the "Maturity Date")]. [IF THE DEBT SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT--and to pay interest thereon from _____________________ or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on _________________ and ________________ in each year (each, an "Interest Payment Date"), commencing _________________, at the rate of _____% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided...
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.
