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Subscribers | 2003 |
Transfer Agency and Services Agreement
Transfer Agency and Services Agreement (65K)
Doc #108028: Click preview link for longer preview.
Transfer Agency and Service Agreement
Among
Each of the Nuveen Closed End Investment Companies
Listed on Exhibit A Hereto
and
State Street Bank and Trust Company
{PAGE}
TABLE OF CONTENTS
Page
----
1. Appointment of Agent ............................................... 1
2. Standard Services .................................................. 2
3. Dividend Disbursing Services ....................................... 3
4. Shareholder Internet Services ...................................... 4
5. Fees and Expenses .................................................. 5
6. Representations and Warranties of the Transfer Agent ............... 6
7. Representations and Warranties of Fund ............................. 7
8. Data Access and Proprietary Information ............................ 7
9. Indemnification .................................................... 9
10. Consequential Damages .............................................. 11
11. Responsibilities of the Transfer Agent ............................. 11
12. Confidentiality .................................................... 12
13. Covenants of the Fund and the Transfer Agent ....................... 12
14. Termination of Agreement ........................................... 13
15. Assignment and Third Party Beneficiaries ........................... 14
16. Subcontractors ..................................................... 15
17. Miscellaneous ...................................................... 15
18. Limitation of Liability ............................................ 17
{PAGE}
AGREEMENT made as of the 7th day of October, 2002, by and among each of the
Nuveen closed-end investment companies listed on Exhibit A hereto, which may be
amended from time to time, each being either a Minnesota corporation or a
Massachusetts business trust as indicated on Exhibit A (each a "Fund" or the
"Fund"), and State Street Bank and Trust Company, a Massachusetts trust company,
having a principal office and place of business at 225 Franklin Street, Boston,
Massachusetts 02110 (the "Transfer Agent").
WHEREAS, the Fund desires to appoint the Transfer Agent as sole transfer agent,
registrar, administrator of dividend reinvestment plans, option plans, and
direct stock purchase plans, and as dividend disbursing agent and processor of
all payments received or made by Fund under this Agreement.
WHEREAS, the Transfer Agent desires to accept such appointments and perform the
services related to such appointments;
WHEREAS, the Board of Directors or Board of Trustees, as the case may be, of
each Fund has approved appointment of the Transfer Agent.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Appointment of Agent.
1.1 Appointments. The Fund hereby appoints the Transfer Agent to act as
sole transfer agent and registrar for all Shares in accordance with
the terms and conditions hereof and as administrator of plans and
appoints the Transfer Agent as dividend disbursing agent and processor
of all payments received or made by or on behalf of the Fund under
this Agreement, and the Transfer Agent accepts the appointments. Fund
shall provide Transfer Agent with certified copies of resolutions
appointing the Transfer Agent as transfer agent.
1.2 Documents. In connection with the appointing of Transfer Agent as the
transfer agent and registrar for each Fund, the Fund will provide or
has previously provided each of the following documents to the
Transfer Agent:
(a) Copies (in paper, electronic or other agreed upon format) of
Registration Statements and amendments thereto, filed with the
Securities and Exchange Commission for initial public offerings;
(b) Specimens of all forms of outstanding stock certificates, in
forms approved by the Board of Directors of the Fund, with a
certificate of the Secretary of the Fund as to such approval; and
(c) Specimens of the Signatures of the officers of the Fund
authorized to sign stock certificates and individuals authorized
to sign written instructions and requests.
108028
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 Nuveen CA Munis
As referenced in this Transfer Agency and Services Agreement:
Nuveen California Municipal Value Fund, Inc – Joseph L. Hooley
---------------------------------------
Executive Vice President
ATTEST:
/s/ Joanne M. Henthorn
------------------------------------
18
{PAGE}
SCHEDULE A
NUVEEN CLOSED-END FUNDS
dated as of: March 26, 2003
Nuveen Municipal Value Fund, Inc. +
Nuveen California Municipal Value Fund, Inc . +
Nuveen New York Municipal Value Fund, Inc. +
Nuveen Municipal Income Fund, Inc. +
Nuveen Select Maturities Municipal Fund *
Nuveen Premium Income Municipal Fund, Inc. +
Nuveen Performance Plus Municipal Fund, Inc. +
_____________
dt 1515456
;
Nuveen Municipal
As referenced in this Transfer Agency and Services Agreement:
Nuveen Municipal Income Fund, Inc – as of: March 26, 2003
Nuveen Municipal Value Fund, Inc. +
Nuveen California Municipal Value Fund, Inc. +
Nuveen New York Municipal Value Fund, Inc. +
Nuveen Municipal Income Fund, Inc . +
Nuveen Select Maturities Municipal Fund *
Nuveen Premium Income Municipal Fund, Inc. +
Nuveen Performance Plus Municipal Fund, Inc. +
Nuveen California Performance Plus Municipal
_____________
dt 237761
;
|
Nuveen NY Munis
As referenced in this Transfer Agency and Services Agreement:
Nuveen New York Municipal Value Fund, Inc – SCHEDULE A
NUVEEN CLOSED-END FUNDS
dated as of: March 26, 2003
Nuveen Municipal Value Fund, Inc. +
Nuveen California Municipal Value Fund, Inc. +
Nuveen New York Municipal Value Fund, Inc . +
Nuveen Municipal Income Fund, Inc. +
Nuveen Select Maturities Municipal Fund *
Nuveen Premium Income Municipal Fund, Inc. +
Nuveen Performance Plus Municipal Fund, Inc. +
_____________
dt 237763
;
Nuveen Preferred Convertible Income Fund
|
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Subscribers | 2003 |
Separation and Common Services Agreement
Separation and Common Services Agreement (90K)
Doc #113918: Click preview link for longer preview.
THIS SEPARATION AND COMMON SERVICES AGREEMENT (Agreement), dated as of January 1, 2002 (Effective Date), is by and between the National Association of Securities Dealers, Inc., a Delaware nonprofit corporation with its principal place of business located at 1735 K Street, N.W., Washington, D.C. 20006 (NASD) and The Nasdaq Stock Market, Inc. (Nasdaq), a Delaware corporation with its principal place of business located at One Liberty Plaza, New York, New York.
W I T N E S S E T H:
WHEREAS, Nasdaq and NASD desire to procure certain services necessary for the efficient operation of their respective businesses;
WHEREAS, NASD and Nasdaq are each uniquely qualified to provide such services to the other; and
WHEREAS, each Party desires to provide and obtain from the other the services described in this Agreement on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the agreements set forth below, Nasdaq and NASD hereby agree as follows:
SECTION 1 DEFINITIONS AND CONSTRUCTION.
1.01 Definitions. The following defined terms used throughout this Agreement will have the meanings specified below. Additional definitions of specific terms used in this Agreement may be found in subsequent Sections.
Affiliate will mean, as to any entity, any other entity that, directly or indirectly, Controls, is Controlled by or is under common Control with such entity, provided that Services need only be provided within the United States and only during normal Nasdaq hours of operation. A list of Affiliates of the Parties is attached hereto. Additional entities can be added with consent of the other Party, not to be unreasonably withheld.
Agreement will mean this Separation and Common Services Agreement by and between Nasdaq and NASD.
Change(s) will mean any change in the Services, the manner in which the Services are provided, the composition of the Services, the Fees, or relevant operating and security procedures.
Claim will mean any (1) written demand or (2) civil, criminal, administrative or investigative action or proceeding by a third Person against either Nasdaq or NASD, or an Indemnitee.
113918
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Nasdaq Stock Market Inc.
As referenced in this Separation and Common Services Agreement:
NASDAQ STOCK MARKET, INC – to rapidly navigate through this document
Exhibit 10.6
SEPARATION AND COMMON SERVICES AGREEMENT
between
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
and
THE NASDAQ STOCK MARKET, INC .
Dated as of January 1, 2002
TABLE OF EXHIBITS
EXHIBIT A: NASDAQ INFORMATION MANAGEMENT SCHEDULE
THIS SEPARATION AND COMMON SERVICES AGREEMENT (Agreement),
_____________
Nasdaq Stock Market, Inc – Delaware nonprofit corporation with its principal place of business located at 1735 K Street, N.W., Washington, D.C. 20006 (NASD) and The Nasdaq Stock Market, Inc . (Nasdaq), a Delaware corporation with its principal place of business located at One Liberty Plaza, New York, New York.
W I T
_____________
Nasdaq Stock Market, Inc – describes the function and use of such Software.
Regulatory Services Agreement will mean the Regulatory Services Agreement between NASD Regulation, Inc. and The Nasdaq Stock Market, Inc . dated June 28, 2000, as amended.
Services will mean, collectively, the goods and services (including hardware, software, information and datafeeds) provided by
_____________
Nasdaq Stock Market, Inc – or promotional media of Nasdaq without the prior written consent of NASD. NASD also agrees that it will not use the names "The Nasdaq Stock Market, Inc .", "Nasdaq", or any mark that uses "Nasdaq" or any Nasdaq owned graphical mark as a part, in any advertising or promotional media
_____________
Nasdaq Stock Market, Inc – Dealers, Inc.
1735 K Street, N.W.
Washington, D.C. 20006
Attn: Office of General Counsel-Contracts Group
(b)
If to Nasdaq:
The Nasdaq Stock Market, Inc .
One Liberty Plaza
165 Broadway
New York, New York 10006
Attn: David Warren-Executive Vice President and Chief Financial Officer.
With, in
_____________
dt 232329
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Subscribers | 2002 |
Reconstituted Servicing Agreement
Reconstituted Servicing Agreement (83K)
Doc #124946: Click preview link for longer preview.
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of November, 2002, by and between MERRILL LYNCH MORTGAGE
CAPITAL INC. (the "Seller"), HSBC BANK USA (the "Trustee") and WELLS FARGO HOME
MORTGAGE, INC., a California corporation (formerly known as Norwest Mortgage,
Inc. and referred to herein as the "Servicer"), recites and provides as follows:
RECITALS
WHEREAS, the Seller acquired certain subprime residential mortgage
loans from the Servicer pursuant to the Seller's Warranties and Servicing
Agreement between the Seller and the Servicer, dated as of August 1, 2002 (the
"Servicing Agreement") and attached hereto as Exhibit B.
WHEREAS, the Seller has conveyed the mortgage loans identified on
Exhibit C hereto (the "Serviced Mortgage Loans") to Merrill Lynch Mortgage
Investors, Inc., a Delaware corporation (the "Depositor"), which in turn has
conveyed the Serviced Mortgage Loans to the Trustee, pursuant to a trust
agreement, dated as of November 1, 2002 (the "Trust Agreement"), among the
Trustee, Wells Fargo Bank Minnesota, N.A., as securities administrator (the
"Securities Administrator") and the Depositor.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to the Servicing Agreement.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller and the Trustee (at the direction of the Depositor or
certificateholders) to terminate the rights and obligations of the Servicer
hereunder as set forth herein and to the other conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
Servicing Agreement shall apply to the Serviced Mortgage Loans, except to the
extent otherwise provided herein and that this Agreement shall govern the
Serviced Mortgage Loans for so long as such Serviced Mortgage Loans remain
subject to the provisions of the Trust Agreement.
WHEREAS, the Trustee (at the direction of the NIMs Insurer (as defined
below), the Depositor or the certificateholders) and any successor trustee shall
be obligated to supervise the servicing of the Serviced Mortgage Loans and shall
have the right, at the direction of the Depositor, the NIMs Insurer or the
certificateholders (with the consent of the NIMs Insurer), to terminate the
rights and obligations of the Servicer under this Agreement.
WHEREAS, subsequent to the Closing Date, Merrill Lynch Mortgage Capital
Inc. intends to convey all of its rights, title and interest in and to the Class
C and Class P Certificates and the payments and all other proceeds received
thereunder to an owner trust in which it will hold the sole equity interest,
which trust will issue net interest margin securities (the "NIM Securities")
pursuant to an indenture, which NIM Securities will be secured, in part, by
payments on such Classes of the Certificates (the "NIMs Transaction").
WHEREAS, one or more insurers (collectively, the "NIMs Insurer") may
issue one or more insurance policies guaranteeing certain payments under the NIM
Securities to be issued in the NIMs Transaction.
{PAGE}
WHEREAS, the Seller and the Servicer intend that the Securities
Administrator and the NIMs Insurer are intended third party beneficiaries of
this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller, the Servicer and the
Trustee hereby agree as follows:
2
{PAGE}
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the Servicing
Agreement incorporated by reference herein (regardless if such terms are defined
in the Servicing Agreement), shall have the meanings ascribed to such terms in
the Trust Agreement. The parties acknowledge that this Agreement shall
constitute an Assignment and Assumption Agreement between the Servicer and the
Trust Fund with respect to the Servicing Agreement.
2. Custodianship. The parties hereto acknowledge that Wells Fargo
Bank Minnesota, N.A. will act as custodian (the "Custodian") of the Servicing
Files for the Trustee pursuant to a Custodial Agreement, dated November 1, 2002,
between the Custodian and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Serviced
Mortgage Loans, to perform and observe the duties, responsibilities and
obligations that are to be performed and observed under the provisions of the
Servicing Agreement, except as otherwise provided herein and on Exhibit A
hereto, and that the provisions of the Servicing Agreement, as so modified, are
and shall be a part of this Agreement to the same extent as if set forth herein
in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by
operation of Section 4.05 and Section 5.01 of the Servicing Agreement, the
remittance on December 18, 2002 to the Trust Fund is to include principal due
after November 1, 2002 (the "Trust Cut-off Date") plus interest, at the Mortgage
Loan Remittance Rate collected during the related Due Period exclusive of any
portion thereof allocable to a period prior to the Trust Cut-off Date, with the
adjustments specified in clauses (b), (c) and (d) of Section 5.01 of the
Servicing Agreement.
5. Supervision of Servicing; Termination of Servicer. The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Trustee (at the direction of the Depositor or
certificateholders), which Trustee shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the provisions
of this Agreement. The Trustee, acting on behalf of the Merrill Lynch Mortgage
Investors Mortgage Loan Asset-Backed Certificates, Series 2002-HE1 Trust (the
"Trust Fund") created pursuant to the Trust Agreement, shall have the same
rights as the Seller under the Servicing Agreement to enforce the obligations of
the Servicer under the Servicing Agreement and the term "Purchaser" as used in
the Servicing Agreement in connection with any rights of the Purchaser shall
refer to the Trust Fund or, as the content requires, the Trustee acting in its
capacity as agent for the Trust Fund, except as otherwise specified in Exhibit A
hereto. The Trustee (at the direction of the NIMs Insurer (except in the event
of a NIMs Insurer Default) or at the direction of the Depositor or
certificateholders with the consent of the NIMs Insurer (except in the event of
a NIMs Insurer Default)) shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, which failure
results in an Event of Default as provided in Section 10.01 of the Servicing
Agreement. Notwithstanding anything herein to the contrary, in no event shall
the Trustee or the Securities Administrator be required to assume any of
obligations of the Seller under the Servicing Agreement and in connection with
the performance of the Trustee's or the Securities Administrator's duties
hereunder the parties and other signatories hereto agree that the Trustee and
the Securities Administrator shall be entitled to all of the rights, protections
and limitations of liability afforded to the Trustee and the Securities
Administrator under the Trust Agreement.
6. No Representations. Except as described in Exhibit A, the
Servicer shall not be obligated or required to make any representations and
warranties regarding the characteristics of the Serviced Mortgage Loans (other
than those representations and warranties made by the Servicer in Section 3.02
of
124946
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Fannie Mae
As referenced in this Reconstituted Servicing Agreement:
Fannie Mae – notice
of default in such Section;
A-7
{PAGE}
(b) amending subclause (vii) as follows: "the Company at
any time is neither a Fannie Mae nor Freddie Mac
approved servicer, and the Trustee has not terminated
the rights and obligations of the Company under this
Agreement and
_____________
Fannie Mae – servicer, and the Trustee has not terminated
the rights and obligations of the Company under this
Agreement and replaced the Servicer with a Fannie Mae
or Freddie Mac approved servicer within 30 days of
the absence of such approval; or"; and
(c) replacing the last paragraph with
_____________
Fannie Mae – Company; provided, further, that no successor
servicer shall be appointed unless such successor shall be qualified to
service mortgage loans on behalf of Fannie Mae or Freddie Mac and the
appointment of such successor servicer shall not result in a
qualification, withdrawal or downgrade of the then-
_____________
dt 97324
;
Freddie Mac
As referenced in this Reconstituted Servicing Agreement:
Freddie Mac
– in such Section;
A-7
{PAGE}
(b) amending subclause (vii) as follows: "the Company at
any time is neither a Fannie Mae nor Freddie Mac
approved servicer, and the Trustee has not terminated
the rights and obligations of the Company under this
Agreement and replaced the Servicer
_____________
Freddie Mac – Trustee has not terminated
the rights and obligations of the Company under this
Agreement and replaced the Servicer with a Fannie Mae
or Freddie Mac approved servicer within 30 days of
the absence of such approval; or"; and
(c) replacing the last paragraph with the following
paragraph:
If
_____________
Freddie Mac – that no successor
servicer shall be appointed unless such successor shall be qualified to
service mortgage loans on behalf of Fannie Mae or Freddie Mac and the
appointment of such successor servicer shall not result in a
qualification, withdrawal or downgrade of the then-current rating of
any
_____________
dt 230107
;
Merrill Lynch
As referenced in this Reconstituted Servicing Agreement:
Merrill Lynch & Co – PAGE}
EXHIBIT C
Schedule of Serviced Mortgage Loans
[INTENTIONALLY OMITTED]
C-1
{PAGE}
EXHIBIT D
Form of Opinion of Counsel
December 6, 2002
Merrill Lynch & Co .
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080
Merrill Lynch Investors, Inc.
250 Vesey Street
4
_____________
dt 149326
;
|
ML Mortgage
As referenced in this Reconstituted Servicing Agreement:
MERRILL LYNCH MORTGAGE
CAPITAL INC – COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of November, 2002, by and between MERRILL LYNCH MORTGAGE
CAPITAL INC . (the "Seller"), HSBC BANK USA (the "Trustee") and WELLS FARGO HOME
MORTGAGE, INC., a California corporation (formerly known as Norwest Mortgage,
Inc.
_____________
Merrill Lynch Mortgage Capital
Inc – consent of the NIMs Insurer), to terminate the
rights and obligations of the Servicer under this Agreement.
WHEREAS, subsequent to the Closing Date, Merrill Lynch Mortgage Capital
Inc . intends to convey all of its rights, title and interest in and to the Class
C and Class P Certificates and the
_____________
Merrill Lynch Mortgage Capital Inc – 212-525-1300
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
Merrill Lynch Mortgage Capital Inc .
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080
Attention: Asset-Backed Finance, Merrill Lynch Mortgage
Investors,
_____________
MERRILL LYNCH MORTGAGE CAPITAL INC – that previously negotiated
with The Murrayhill Company.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
5
{PAGE}
Executed as of the day and year first above written.
MERRILL LYNCH MORTGAGE CAPITAL INC .
as Seller
By: ______________________________
Name: Vincent A. Mora, Jr.
Title: Vice President
WELLS FARGO HOME MORTGAGE, INC.,
as Servicer
By: ______________________________
Name:
_____________
"Merrill Lynch
Mortgage Capital Inc – Loans.
A-8
{PAGE}
27. Section 11.02 (Termination Without Cause) is hereby amended by (i)
replacing the first reference to "Purchaser" with "Merrill Lynch
Mortgage Capital Inc . (with the prior consent of the Trustee and the
NIMs Insurer)" and by replacing all other references to "Purchaser"
with "Merrill Lynch
_____________
dt 367729
;
ML Mortgage
As referenced in this Reconstituted Servicing Agreement:
Merrill Lynch Mortgage
Investors, – attached hereto as Exhibit B.
WHEREAS, the Seller has conveyed the mortgage loans identified on
Exhibit C hereto (the "Serviced Mortgage Loans") to Merrill Lynch Mortgage
Investors, Inc., a Delaware corporation (the "Depositor"), which in turn has
conveyed the Serviced Mortgage Loans to the Trustee, pursuant to a trust
_____________
Merrill Lynch Mortgage
Investors – that the
Servicer services the Serviced Mortgage Loans in accordance with the provisions
of this Agreement. The Trustee, acting on behalf of the Merrill Lynch Mortgage
Investors Mortgage Loan Asset-Backed Certificates, Series 2002-HE1 Trust (the
"Trust Fund") created pursuant to the Trust Agreement, shall have the same
rights
_____________
Merrill Lynch Mortgage
Investors, – Merrill Lynch Mortgage Capital Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080
Attention: Asset-Backed Finance, Merrill Lynch Mortgage
Investors, Inc.
Mortgage Loan Asset-Backed Certificates, Series 2002-HE1 Trust
Telephone: 212-449-0357
Facsimile: 212-449-9015
All notices required to
_____________
Merrill Lynch Mortgage Investors – in the fourth and fifth lines of the first sentence of
the first paragraph shall be replaced by the following: "in trust for
Merrill Lynch Mortgage Investors Mortgage Loan Asset-Backed
Certificates, Series 2002-HE1 Trust," (ii) adding the following
sentence at the end of the first paragraph "Upon request
_____________
Merrill Lynch Mortgage Investors – in the
fourth and fifth lines of the first sentence of the first paragraph,
and replacing it with the following:
"in trust for Merrill Lynch Mortgage Investors Mortgage Loan
Asset-Backed Certificates, Series 2002-HE1 Trust".
A-4
{PAGE}
14. Section 4.12 (Maintenance of Fidelity Bond and Errors and
_____________
dt 90383
;
More... |
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Subscribers | 2002 |
Trust Sale and Servicing Agreement
Trust Sale and Servicing Agreement (315K)
Doc #125140: Click preview link for longer preview.
TRUST SALE AND SERVICING AGREEMENT
AMONG
[ ]
as Servicer
[Goldman Sachs Asset Backed Securities Corp.]
as Seller
AND
[ ]
as Issuer
DATED AS OF ______, 20__
_______________________________________________________________________________
{PAGE}
{TABLE}
TABLE OF CONTENTS
{CAPTION}
Page
{S} {C} {C}
ARTICLE I CERTAIN DEFINITIONS
SECTION 1.1 Definitions.................................................................................1
ARTICLE II CONVEYANCE OF ELIGIBLE RECEIVABLES; ISSUANCE OF INITIAL SECURITIES
SECTION 2.1 Conveyance of Eligible Receivables..........................................................1
SECTION 2.2 Custody of Documentation....................................................................2
SECTION 2.3 Acceptance by the Issuer; Other Acknowledgments.............................................3
SECTION 2.4 Representations and Warranties under the Pooling and Servicing Agreement....................3
SECTION 2.5 Repurchase of Receivables Upon Breach of Warranty; Administrative
Receivables..............................................................................3
SECTION 2.6 Covenants...................................................................................5
SECTION 2.7 Addition of Accounts........................................................................5
SECTION 2.8 Optional Removal of Accounts................................................................6
SECTION 2.9 Removal of Ineligible Accounts..............................................................7
ARTICLE III THE SELLER
SECTION 3.1 Representations of the Seller...............................................................8
SECTION 3.2 Liability of Seller........................................................................10
SECTION 3.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller;
Amendment of Certificate of Incorporation...............................................10
SECTION 3.4 Limitation on Liability of Seller and Others...............................................11
SECTION 3.5 Seller May Own Notes or Certificates.......................................................11
ARTICLE IV SERVICER'S COVENANTS; DISTRIBUTIONS; RESERVE FUNDS; STATEMENTS TO SECURITYHOLDERS
SECTION 4.1 Annual Statement as to Compliance; Notice of Servicing Default.............................12
SECTION 4.2 Annual Independent Accountants' Report.....................................................12
SECTION 4.3 Access to Certain Documentation and Information Regarding Accounts and
Receivables.............................................................................13
SECTION 4.4 Enforcement of Receivables.................................................................13
SECTION 4.5 Allocations; Distributions.................................................................13
SECTION 4.6 ______________________ Reserve Funds and the Reserve Fund..................................20
SECTION 4.7 Net Deposits...............................................................................21
SECTION 4.8 Statements to Securityholders..............................................................22
SECTION 4.9 New Issuances; Changes in Specified Maximum Revolver Balance...............................23
ARTICLE V SERVICING FEE
SECTION 5.1 Servicing Compensation.....................................................................24
ARTICLE VI SECURITYHOLDER ACCOUNTS; COLLECTIONS,
SECTION 6.1 Establishment of Accounts; Deposits; Investments...........................................24
SECTION 6.2 Collections................................................................................29
ARTICLE VII LIABILITIES OF SERVICER AND OTHERS
SECTION 7.1 Liability of Servicer; Indemnities.........................................................30
SECTION 7.2 Merger or Consolidation of, or Assumption of the Obligations of, the
Servicer................................................................................31
SECTION 7.3 Limitation on Liability of Servicer and Others.............................................31
SECTION 7.4 Delegation of Duties.......................................................................32
SECTION 7.5 Servicer Not to Resign.....................................................................32
ARTICLE VIII DEFAULT
SECTION 8.1 Servicing Defaults.........................................................................32
SECTION 8.2 Consequences of a Servicing Default........................................................33
SECTION 8.3 Indenture Trustee to Act; Appointment of Successor.........................................34
SECTION 8.4 Notification to Securityholders............................................................35
SECTION 8.5 Waiver of Past Defaults....................................................................35
SECTION 8.6 Repayment of Advances......................................................................35
ARTICLE IX EARLY AMORTIZATION EVENTS; TERMINATION
SECTION 9.1 Early Amortization Events..................................................................36
SECTION 9.2 Insolvency Events..........................................................................38
SECTION 9.3 Optional Purchase by the Servicer..........................................................38
SECTION 9.4 Termination................................................................................39
SECTION 9.5 Recommencement of Revolving Period.........................................................39
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.1 Amendment..................................................................................40
SECTION 10.2 Protection of Title to the Owner Trust Estate..............................................42
SECTION 10.3 Notices....................................................................................44
SECTION 10.4 GOVERNING LAW..............................................................................44
SECTION 10.5 Severability of Provisions.................................................................45
SECTION 10.6 Assignment.................................................................................45
SECTION 10.7 Third-Party Beneficiaries..................................................................45
SECTION 10.8 Counterparts...............................................................................45
SECTION 10.9 Headings...................................................................................45
SECTION 10.10 Assignment to Indenture Trustee............................................................45
SECTION 10.11 No Petition Covenants......................................................................45
SECTION 10.12 Further Assurances.........................................................................45
SECTION 10.13 No Waiver; Cumulative Remedies.............................................................46
SECTION 10.14 Merger and Integration.....................................................................46
SECTION 10.15 Limitation of Liability of Indenture Trustee and Owner Trustee.............................46
EXHIBIT A Form of Assignment for this Initial Closing Date
EXHIBIT B Locations of Schedule of Accounts
EXHIBIT C Form of Assignment for Each Addition Date
EXHIBIT D Form of Opinion of Counsel with Respect to Addition of Accounts
APPENDIX A Definitions and Rules of Construction
APPENDIX B Notices and Addresses
{/TABLE}
{PAGE}
THIS TRUST SALE AND SERVICING AGREEMENT is made as of ___, 20__,
by and among ____________________, a __________ corporation ("________")
and in its capacity as Servicer under the Pooling and Servicing Agreement
and hereunder (the "Servicer"), Goldman Sachs Asset Backed Securities
Corp., a Delaware corporation (the "Seller"), and ____________________, a
Delaware business trust (the "Issuer" or the "Trust").
WHEREAS, on the Initial Closing Date, the Original Seller has sold
the Eligible Receivables in the Accounts in the Pool of Accounts to the Seller
and, as Servicer, has agreed to service all Receivables in such Accounts
pursuant to the Pooling and Servicing Agreement;
WHEREAS, the Seller desires to sell the Eligible Receivables in the
Accounts in the Pool of Accounts to the Issuer on the Initial Closing Date in
exchange for the Initial Securities pursuant to the terms of this Agreement
and to sell to the Issuer any Eligible Receivables thereafter arising in such
Accounts, and the Issuer desires to purchase all such Eligible Receivables;
WHEREAS, the Servicer desires to perform the servicing obligations
set forth herein for and in consideration of the fees and other benefits set
forth in this Agreement and in the Pooling and Servicing Agreement; and
WHEREAS, the Seller and the Issuer wish to set forth the terms
pursuant to which the Eligible Receivables in the Accounts in the Pool of
Accounts and all related Collateral Security are to be sold by the Seller to
the Issuer on the Initial Closing Date and thereafter and all Receivables in
such Accounts serviced by the Servicer.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
125140
|
McGraw-Hill Companies
As referenced in this Trust Sale and Servicing Agreement:
McGraw-Hill Companies, Inc – New York 10007
(F) in the case of Standard & Poor's Ratings Services, to:
Standard & Poor's Ratings Group
a division of The McGraw-Hill Companies, Inc .
55 Water Street, 40th Floor
New York, New York 10041
(G) in the case of Fitch, Inc., to:
Fitch, Inc.
One State
_____________
dt 310645
;
Fannie Mae
As referenced in this Trust Sale and Servicing Agreement:
Federal National
Mortgage Association – obligation issued by the U.S.
Treasury, the Federal Home Loan Mortgage Corporation or the Federal National
Mortgage Association , or any other direct obligation of, or obligation fully
guaranteed as to timely payment
_____________
dt 80359
;
Cede
As referenced in this Trust Sale and Servicing Agreement:
CEDE & Co – to be held on behalf of the Trust in order to maintain Trust
Equilibrium.
Cede: CEDE & Co ., as the nominee of DTC.
Certificate: Any one of the asset backed certificates executed
Cede & Co – series
of Notes is registered. The Note Depository for the ______________________
Term Notes shall be Cede & Co ., the nominee of the Clearing Agency for such
series.
Note Depository Agreement: With respect
dt 38782
;
|
DTC
As referenced in this Trust Sale and Servicing Agreement:
Depository Trust Company – principal promptly upon the sale or lease of the vehicle to a customer.
DTC: The Depository Trust Company , a limited-purpose trust company
certified under the New York Banking Law.
Early Amortization
dt 47895
;
Goldman Sachs Asset Backed Securities Corp
|
| Preview
Subscribers | 2002 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (94K)
Doc #125144: Click preview link for longer preview.
POOLING AND SERVICING AGREEMENT
BETWEEN
[ ]
SELLER AND SERVICER
AND
[Goldman Sachs Asset Backed Securities Corp.]
PURCHASER
DATED AS OF _____________
__________________ TRUST __
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
{S} {C}
ARTICLE I DEFINITIONS.............................................................................................1
Section 1.01 Definitions.................................................................................1
ARTICLE II PURCHASE AND SALE OF ELIGIBLE RECEIVABLES..............................................................2
Section 2.01 Purchase and Sale of Eligible Receivables...................................................2
Section 2.02 Purchase Price..............................................................................2
Section 2.03 Addition of Accounts........................................................................3
Section 2.04 Optional Removal of Accounts................................................................4
Section 2.05 Removal of Ineligible Accounts..............................................................4
Section 2.06 Custody of Documentation....................................................................4
ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES...........................................................5
Section 3.01 Appointment of Servicer and Acceptance of Appointment.......................................5
Section 3.02 Rights and Duties of the Servicer...........................................................5
Section 3.03 Servicing Compensation; Payment of Certain Expenses by the Servicer.........................7
Section 3.04 Representations, Warranties and Covenants of the Servicer...................................7
Section 3.05 Servicer's Accounting and Reports..........................................................10
Section 3.06 Pre-Closing Collections....................................................................11
Section 3.07 Collections Received by the Original Seller................................................11
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS.............................................................11
Section 4.01 Representations and Warranties of the Original Seller Relating
to the Accounts and the Receivables........................................................11
Section 4.02 Representations and Warranties of the Original Seller Relating
to the Original Seller and the Agreement...................................................12
Section 4.03 Representations and Warranties of the Purchaser............................................14
Section 4.04 Covenants of the Original Seller...........................................................15
ARTICLE V CERTAIN MATTERS RELATING TO ORIGINAL SELLER............................................................16
Section 5.01 Merger or Consolidation of, or Assumption of the Obligations of, the Original Seller.......16
Section 5.02 The Original Seller Indemnification of the Purchaser.......................................16
Section 5.03 The Original Seller Acknowledgment of Transfers to the Issuer..............................17
ARTICLE VI ADDITIONAL AGREEMENTS.................................................................................17
Section 6.01 Additional Obligations of the Original Seller and the Purchaser............................17
Section 6.02 Effect of Involuntary Case Involving the Original Seller...................................17
Section 6.03 Intercreditor Agreements...................................................................18
ARTICLE VII MISCELLANEOUS PROVISIONS.............................................................................19
Section 7.01 Amendment..................................................................................19
Section 7.02 Protection of Right, Title and Interest in and to Receivables..............................19
Section 7.03 Costs and Expenses.........................................................................20
Section 7.04 GOVERNING LAW..............................................................................20
Section 7.05 Notices....................................................................................20
Section 7.06 Severability of Provisions.................................................................21
Section 7.07 Assignment.................................................................................21
Section 7.08 Further Assurances.........................................................................21
Section 7.09 No Waiver; Cumulative Remedies.............................................................21
Section 7.10 Counterparts...............................................................................21
Section 7.11 Third-Party Beneficiaries..................................................................21
Section 7.12 Merger and Integration.....................................................................21
Section 7.13 Confidential Information...................................................................22
Section 7.14 Headings...................................................................................22
Section 7.15 Termination................................................................................22
Section 7.16 No Petition Covenants......................................................................22
Section 7.17 Jurisdiction...............................................................................22
EXHIBIT A List of Locations of the Schedule of Accounts
EXHIBIT B Form of Assignment for the Initial Closing Date
EXHIBIT C Form of Assignment for Each Addition Date
EXHIBIT D Form of Opinion of Counsel With Respect to Addition of Accounts
APPENDIX A Definitions and Rules of Construction
{/TABLE}
{PAGE}
THIS POOLING AND SERVICING AGREEMENT is made as of ___________, between
_____________________________________, a ____________ corporation (referred to
herein as the "Original Seller" in its capacity as seller of the Receivables
specified herein and as the "Servicer" in its capacity as servicer of the
Receivables), and [Goldman Sachs Asset Backed Securities Corp.], a Delaware
corporation (the "Purchaser").
WHEREAS, the Original Seller, in the ordinary course of its business,
generates certain payment obligations by financing the floor plan inventory of
motor vehicle dealers;
WHEREAS, the Original Seller desires to sell and assign to the
Purchaser, and the Purchaser desires to purchase from the Original Seller,
certain of such existing and future payment obligations arising or acquired
from time to time;
WHEREAS, the Purchaser desires to transfer and assign its interest in
such payment obligations to __________________ Trust __ (the "Issuer")
pursuant to the Trust Sale and Servicing Agreement;
WHEREAS, the Issuer desires to issue the Initial Securities to fund
its acquisition of such payment obligations;
WHEREAS, the Purchaser, the Issuer and the Original Seller (as the
holder of such payment obligations not sold to the Purchaser hereunder)
desire that the Servicer shall service such payment obligations; and
WHEREAS, the Servicer is willing to service such payment obligations
and related payment obligations in accordance with the terms hereof and of
the Trust Sale and Servicing Agreement for the benefit of the Purchaser,
the Original Seller, the Issuer and each other party identified or
described herein or in the Trust Sale and Servicing Agreement as having an
interest therein as owner, trustee, secured party or holder of the
Securities (all such parties being collectively referred to herein as
"Interested Parties").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Certain capitalized terms used in the above
recitals and in this Agreement are defined in and shall have the respective
meanings assigned them in Part I of Appendix A to this Agreement. All
references herein to "the Agreement" or "this Agreement" are to this
Pooling and Servicing Agreement as it may be amended, supplemented or
modified from time to time, and all references herein to Articles, Sections
and subsections are to Articles, Sections or subsections of this Agreement
unless otherwise specified. The rules of construction set forth in Part II
of such Appendix A shall be applicable to this Agreement.
ARTICLE II
PURCHASE AND SALE OF ELIGIBLE RECEIVABLES
Section 2.01 Purchase and Sale of Eligible Receivables.
(a) By execution of this Agreement, on the Initial Closing Date, the
Original Seller does hereby sell, transfer, assign and otherwise convey to
the Purchaser, without recourse, all of its right, title and interest in,
to and under all of the Eligible Receivables existing in the Accounts
listed on the Schedule of Accounts (which is kept at locations listed in
Exhibit A) as of the close of business on the Initial Cut-Off Date and all
monies due or to become due thereon after the Initial Cut-Off Date, all
Collateral Security with respect thereto and all amounts received with
respect thereto (including all Interest Collections received in the
calendar month in which the Initial Cut-Off Date occurs, whether or not
received prior to the Initial Cut-Off Date) and all proceeds thereof
(including "proceeds" as defined in Section 9-102 of the UCC and
Recoveries)
(b) Subject to Section 6.02, as of each Receivables Purchase Date, the
Original Seller does hereby sell, transfer, assign and otherwise convey to
the Purchaser, without recourse, all of its right, title and interest in,
to and under all Eligible Receivables created or deemed created in the
Accounts in the Pool of Accounts on such date and all monies due or to
become due thereon after such date, all Collateral Security with respect
thereto and all amounts received with respect thereto and all proceeds
thereof (including "proceeds" as defined in Section 9-102 of the UCC and
Recoveries).
(c) It is the intention of the Original Seller and the Purchaser that
the transfers and assignments contemplated by this Agreement shall
constitute sales of the property described in Sections 2.01(a) and (b) from
the Original Seller to the Purchaser and that the beneficial interest in
and title to such property shall not be part of the Original Seller's
estate in the event of the filing of a bankruptcy petition by or against
the Original Seller under any Insolvency Law. The foregoing sales,
transfers, assignments and conveyances and any subsequent sales, transfers,
assignments and conveyances contemplated hereby do not constitute, and are
not intended to result in, the creation or an assumption by the Purchaser
of any obligation of the Servicer, the Original Seller (if the Original
Seller is not the Servicer), _______________ or any other Person in
connection with the Receivables described above or under any agreement or
instrument relating thereto, including any obligation to any Dealers.
(d) Subject to Section 2.06 and Article III hereof, the Original
Seller shall retain all right, title and interest in, to and under the
Receivables in the Accounts in the Pool of Accounts that the Original
Seller has not transferred to the Purchaser hereunder. Such Receivables,
together with any Receivables repurchased by the Original Seller or (so
long as the Original Seller is the Servicer) the Servicer from the
Purchaser or the Trust pursuant to this Agreement or the Trust Sale and
Servicing Agreement, all monies due or to become due on such Receivables,
all amounts received with respect thereto and all proceeds thereof
(including "proceeds" as defined in Section 9-102 of the UCC and
Recoveries) are collectively referred to herein as the "Retained Property".
125144
| | Goldman Sachs Asset Backed Securities Corp
|
| Preview
Subscribers | 2003 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,636K)
Doc #125984: Click preview link for longer preview.
STRUCTURED ASSET SECURITIES CORPORATION II,
as Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Master Servicer
and
LENNAR PARTNERS, INC.,
as Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
and
ABN AMRO BANK N.V.,
as Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of July 11, 2003
------------------------------
$1,405,068,726
LB-UBS Commercial Mortgage Trust 2003-C5
Commercial Mortgage Pass-Through Certificates,
Series 2003-C5
{PAGE}
{TABLE}
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TABLE OF CONTENTS
PAGE
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{S} {C}
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
SECTION 1.01. Defined Terms....................................................................................6
SECTION 1.02. General Interpretive Principles.................................................................77
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Creation of Trust; Conveyance of Trust Mortgage Loans...........................................78
SECTION 2.02. Acceptance of Trust Fund by Trustee.............................................................80
SECTION 2.03. Repurchase of Mortgage Loans for Document Defects and Breaches of Representations and
Warranties....................................................................................82
SECTION 2.04. Representations, Warranties and Covenants of the Depositor......................................85
SECTION 2.05. Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V Certificates............102
SECTION 2.06. Execution, Authentication and Delivery of Class R-I Certificates; Creation of REMIC I Regular
Interests....................................................................................102
SECTION 2.07. Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee.....................103
SECTION 2.08. Execution, Authentication and Delivery of Class R-II Certificates; Creation of REMIC II
Regular Interests............................................................................103
SECTION 2.09. Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee...................103
SECTION 2.10. Execution, Authentication and Delivery of REMIC III Certificates...............................103
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01. Administration of the Mortgage Loans...........................................................105
SECTION 3.02. Collection of Mortgage Loan Payments...........................................................107
SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts.......109
SECTION 3.04. Pool Custodial Account, Defeasance Deposit Account, Collection Account, Interest Reserve
Account and Excess Liquidation Proceeds Account.............................................111
SECTION 3.04A. John Hancock Tower Custodial Account...........................................................115
SECTION 3.05. Permitted Withdrawals From the Pool Custodial Account, the Collection Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Account..................................118
SECTION 3.05A. Permitted Withdrawals From the John Hancock Tower Custodial Account............................124
{/TABLE}
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SECTION 3.06. Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account, the Custodial Accounts and the REO Account..........................................131
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage; Environmental
Insurance....................................................................................133
SECTION 3.08. Enforcement of Alienation Clauses..............................................................137
SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal Reduction
Calculation..................................................................................140
SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage Files..................................144
SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing Advances......146
SECTION 3.12. Property Inspections; Collection of Financial Statements; Delivery of Certain Reports..........151
SECTION 3.12A. Delivery of Certain Reports to the John Hancock Tower Non-Trust Mortgage Loan Noteholders......154
SECTION 3.12B. Statements to the John Hancock Tower Non-Trust Mortgage Loan Noteholders.......................155
SECTION 3.13. Annual Statement as to Compliance..............................................................156
SECTION 3.14. Reports by Independent Public Accountants......................................................156
SECTION 3.15. Access to Certain Information..................................................................157
SECTION 3.16. Title to REO Property; REO Accounts............................................................158
SECTION 3.17. Management of REO Property.....................................................................160
SECTION 3.17A. Management and Disposition of the John Hancock Tower Mortgaged Property After Becoming REO
Property.....................................................................................163
SECTION 3.18. Sale of Trust Mortgage Loans and REO Properties................................................166
SECTION 3.19. Additional Obligations of the Master Servicer; Obligations to Notify Ground Lessors;
the Special Servicer's Right to Request the Master Servicer to Make Servicing Advances.......171
SECTION 3.20. Modifications, Waivers, Amendments and Consents; Defeasance....................................172
SECTION 3.21. Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.............178
SECTION 3.22. Sub-Servicing Agreements.......................................................................179
SECTION 3.23. Representations and Warranties of the Master Servicer..........................................182
SECTION 3.24. Representations and Warranties of the Special Servicer.........................................183
SECTION 3.25. Certain Matters Regarding the Purchase of the John Hancock Tower Trust Mortgage Loan...........185
SECTION 3.26. Application of Default Charges.................................................................185
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions..................................................................................190
SECTION 4.02. Statements to Certificateholders; CMSA Loan Periodic Update File...............................205
SECTION 4.03. P&I Advances With Respect to the Mortgage Pool.................................................212
{/TABLE}
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SECTION 4.03A. P&I Advances With Respect to John Hancock Tower Subordinate Non-Trust Mortgage Loans
and any Successor REO Mortgage Loans With Respect Thereto....................................16
SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund Expenses...............................219
SECTION 4.05. Calculations...................................................................................220
SECTION 4.06. Use of Agents..................................................................................221
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates...............................................................................222
SECTION 5.02. Registration of Transfer and Exchange of Certificates..........................................222
SECTION 5.03. Book-Entry Certificates........................................................................230
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates..............................................231
SECTION 5.05. Persons Deemed Owners..........................................................................231
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01. Liability of Depositor, Master Servicer and Special Servicer...................................233
SECTION 6.02. Continued Qualification and Compliance of Master Servicer; Merger, Consolidation or
Conversion of Depositor, Master Servicer or Special Servicer.................................233
SECTION 6.03. Limitation on Liability of Depositor, Master Servicer and Special Servicer.....................233
SECTION 6.04. Resignation of Master Servicer and the Special Servicer........................................235
SECTION 6.05. Rights of Depositor, Trustee and the Non-Trust Mortgage Loan Noteholders in Respect of
the Master Servicer and the Special Servicer.................................................235
SECTION 6.06. Depositor, Master Servicer and Special Servicer to Cooperate with Trustee......................236
SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with Master Servicer......................236
SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with Special Servicer......................236
SECTION 6.09. Designation of Special Servicer and Controlling Class Representative by the Controlling Class..236
SECTION 6.10. Master Servicer or Special Servicer as Owner of a Certificate..................................238
SECTION 6.11. Certain Powers of the Controlling Class Representative.........................................238
SECTION 6.11A. Certain Powers of the John Hancock Tower Non-Trust Mortgage Loan Noteholders...................241
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default..............................................................................246
SECTION 7.02. Trustee to Act; Appointment of Successor.......................................................252
SECTION 7.03. Notification to Certificateholders.............................................................253
{/TABLE}
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SECTION 7.04. Waiver of Events of Default....................................................................254
SECTION 7.05. Additional Remedies of Trustee Upon Event of Default...........................................254
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee..............................................................................255
SECTION 8.02. Certain Matters Affecting Trustee..............................................................256
SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or
Mortgage Loans...............................................................................257
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates..................................................257
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by Trustee................................257
SECTION 8.06. Eligibility Requirements for Trustee...........................................................258
SECTION 8.07. Resignation and Removal of Trustee.............................................................259
SECTION 8.08. Successor Trustee..............................................................................260
SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent............................................261
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee..................................................261
SECTION 8.11. Appointment of Custodians......................................................................262
SECTION 8.12. Appointment of Authenticating Agents...........................................................263
SECTION 8.13. Appointment of Tax Administrators..............................................................263
SECTION 8.14. Access to Certain Information..................................................................264
SECTION 8.15. Reports to the Securities and Exchange Commission and Related Reports..........................266
SECTION 8.16. Representations and Warranties of Trustee......................................................271
SECTION 8.17. The Fiscal Agent...............................................................................272
SECTION 8.18. Representations and Warranties of Fiscal Agent.................................................273
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans.........................275
SECTION 9.02. Additional Termination Requirements............................................................283
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01. REMIC Administration...........................................................................284
SECTION 10.02. Grantor Trust Administration...................................................................287
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment......................................................................................289
SECTION 11.02. Recordation of Agreement; Counterparts.........................................................291
{/TABLE}
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SECTION 11.03. Limitation on Rights of Certificateholders and the John Hancock Tower Non-Trust Mortgage Loan
Noteholders..................................................................................291
SECTION 11.04. Governing Law; Consent to Jurisdiction.........................................................292
SECTION 11.05. Notices........................................................................................293
SECTION 11.06. Severability of Provisions.....................................................................293
SECTION 11.07. Grant of a Security Interest...................................................................293
SECTION 11.08. Streit Act.....................................................................................294
SECTION 11.09. Successors and Assigns; Beneficiaries..........................................................294
SECTION 11.10. Article and Section Headings...................................................................295
SECTION 11.11. Notices to Rating Agencies.....................................................................295
SECTION 11.12. Complete Agreement.............................................................................296
{/TABLE}
-v-
{PAGE}
SCHEDULES AND EXHIBITS
Schedule No. Schedule Description
------------ --------------------
I Trust Mortgage Loan Schedule
II Schedule of Exceptions to Mortgage File Delivery
III Exceptions to the Representations and Warranties of the Depositor
IV Schedule of Environmentally Insured Mortgage Loans
V Reference Rate Schedule
Exhibit No. Exhibit Description
----------- -------------------
A-1 Form of Class [A-1] [A-2] [A-3] [A-4] Certificate
A-2 Form of Class [X-CL] [X-CP] Certificate
A-3 Form of Class [B] [C] [D] [E] [F] [G] Certificate
A-4 Form of Class [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] Certificate
A-5 Form of Class [R-I] [R-II] [R-III] Certificate
A-6 Form of Class V Certificate
B Form of Distribution Date Statement
C Form of Custodial Certification
D-1 Form of Master Servicer Request for Release
D-2 Form of Special Servicer Request for Release
E Form of Loan Payoff Notification Report
F-1 Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
F-2D Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
G-1 Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
G-2 Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
H-1 Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2 Form of Transferor Certificate regarding Residual Interest
Certificates
I-1 Form of Notice and Acknowledgment
I-2 Form of Acknowledgment of Proposed Special Servicer
J Form of UCC-1 Financing Statement Schedule
K Sub-Servicers in respect of which Sub-Servicing Agreements are in
effect or being negotiated as of the Closing Date
L-1 Form of Information Request/Investor Certification for Website
Access from Certificateholder/Certificate Owner
L-2 Form of Information Request/Investor Certification for Website
Access from Prospective Investor
M Form of Defeasance Certification
N Form of Seller/Depositor Notification
O Form of Trustee Backup Certification
P Form of Master Servicer Backup Certification
Q Form of Special Servicer Backup Certification
-vi-
{PAGE}
This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of July 11, 2003, among STRUCTURED ASSET SECURITIES CORPORATION II,
as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LENNAR
PARTNERS, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, which are to be issued
hereunder in multiple Classes and which in the aggregate will evidence the
entire beneficial ownership interest in the Trust Fund.
As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Trust Mortgage Loans (exclusive of any collections
of Additional Interest on the ARD Trust Mortgage Loans after their respective
Anticipated Repayment Dates) and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC I". The Class R-I Certificates will
represent the sole class of "residual interests" in REMIC I for purposes of the
REMIC Provisions under federal income tax law.
A separate REMIC I Regular Interest will, on the Closing Date, be
issued with respect to, and will thereafter relate to, each Trust Mortgage Loan;
and each such REMIC I Regular Interest shall bear a numeric designation that is
the same as the loan number for the related Trust Mortgage Loan set forth on the
Trust Mortgage Loan Schedule. Each REMIC I Regular Interest issued with respect
to, and relating to, a Trust Mortgage Loan, shall also relate to any successor
REO Trust Mortgage Loan with respect to such Trust Mortgage Loan. Each REMIC I
Regular Interest will (i) accrue interest at a per annum rate described in the
definition of "REMIC I Remittance Rate" and (ii) have an initial Uncertificated
Principal Balance equal to the Cut-off Date Balance of the related Trust
Mortgage Loan. The Legal Final Distribution Date of each of the REMIC I Regular
Interests is the Distribution Date immediately following the third anniversary
of the end of the remaining amortization term (as determined as of the Closing
Date) of the related Trust Mortgage Loan. None of the REMIC I Regular Interests
will be certificated.
As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC II". The Class R-II Certificates will represent the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table sets forth the designation, the
REMIC II Remittance Rate and the initial Uncertificated Principal Balance for
each of the REMIC II Regular Interests. The Legal Final Distribution Date for
each REMIC II Regular Interest is the latest Rated Final Distribution Date. None
of the REMIC II Regular Interests will be certificated.
{PAGE}
REMIC II Initial Uncertificated
Designation Remittance Rate Principal Balance
----------- --------------- -----------------
A-1-1 Variable (1) $ 89,786,000
A-1-2 Variable (1) $ 55,214,000
A-2-1 Variable (1) $ 10,631,000
A-2-2 Variable (1) $ 84,321,000
A-2-3 Variable (1) $ 408,048,000
A-3-1 Variable (1) $ 56,734,000
A-3-2 Variable (1) $ 42,580,000
A-3-3 Variable (1) $ 120,686,000
A-4-1 Variable (1) $ 686,000
A-4-2 Variable (1) $ 327,378,000
B Variable (1) $ 22,833,000
C Variable (1) $ 24,588,000
D Variable (1) $ 15,807,000
E Variable (1) $ 15,807,000
F-1 Variable (1) $ 7,670,000
F-2 Variable (1) $ 12,296,000
F-3 Variable (1) $ 2,867,000
G-1 Variable (1) $ 11,196,000
G-2 Variable (1) $ 6,367,000
H-1 Variable (1) $ 6,219,000
H-2 Variable (1) $ 9,588,000
J Variable (1) $ 10,538,000
K-1 Variable (1) $ 5,964,000
K-2 Variable (1) $ 8,087,000
L Variable (1) $ 12,294,000
M Variable (1) $ 5,269,000
N Variable (1) $ 3,513,000
P Variable (1) $ 7,025,000
Q Variable (1) $ 3,513,000
S Variable (1) $ 3,513,000
T Variable (1) $ 14,050,726
--------------------
(1) The REMIC II Remittance Rate for each REMIC II Regular Interest shall
be a variable rate per annum calculated in accordance with the
definition of "REMIC II Remittance Rate".
As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will evidence the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the Class
designation, Pass-Through Rate and original Class Principal Balance for each
Class of the Regular Interest Certificates. For federal income tax purposes,
each Class of the Regular Interest Certificates (exclusive of the Class X-CL and
Class X-CP Certificates), each of the 31 REMIC III Components of the Class X-CL
Certificates and each of the 23 REMIC III Components of the Class X-CP
Certificates will be designated as a separate "regular interest" in REMIC III.
The Legal Final Distribution Date for each Class of Regular Interest
Certificates (exclusive of the Class X-CL and Class X-CP Certificates), for each
of the 31 REMIC III Components
-2-
{PAGE}
of the Class X-CL Certificates and for each of the 23 REMIC III Components of
the Class X-CP Certificates is the latest Rated Final Distribution Date.
Class Original Class
Designation Pass-Through Rate Principal Balance
----------- ----------------- -----------------
Class A-1 2.786% per annum $ 145,000,000
Class A-2 3.478% per annum $ 503,000,000
Class A-3 4.254% per annum $ 220,000,000
Class A-4 4.685% per annum(1) $ 328,064,000
Class B 4.742% per annum(1) $ 22,833,000
Class C 4.762% per annum(1) $ 24,588,000
Class D 4.792% per annum(1) $ 15,807,000
Class E 4.811% per annum(1) $ 15,807,000
Class |