EXHIBIT 10.3
MASTER SERVICER AGREEMENT
MASTER SERVICER AGREEMENT (this "Agreement"), dated as of December ___,
1999, between 21st HOLDINGS, LLC, ("21st Services"), as Master Servicer, CAPITAL
RESOURCE GROUP ONE, LLC ("Capital"), UNITED FUNDS, LLC ("UNITED"), as
Subservicer, and THE CHASE MANHATTAN BANK, as Trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, pursuant to that certain Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of the date hereof, among Capital,
United, 21st Services and the Trustee, United agreed to act as the Subservicer
of all Senior Insurance Settlements now beneficially owned and held or hereafter
acquired by the Senior Insurance Settlements Funding Trust 1999 (the "Trust")
and as further defined in the Pooling and Servicing Agreement (collectively, the
"Senior Insurance Settlements").
WHEREAS, the Trustee has requested 21st Services to be the Master Servicer
and 21st Services is willing to be the Master Servicer of the Senior Insurance
Settlements, subject to the terms and conditions contained herein and in the
Pooling and Servicing Agreement.
WHEREAS, subsequent to the termination of the Subservicer under the Pooling
and Servicing Agreement the Trustee intends to appoint 21st Services as
Successor Servicer and 21st Services is willing, subject to the terms and
conditions contained herein and in the Pooling and Servicing Agreement, to
accept said appointment as Successor Servicer.
NOW THEREFORE, the Trustee, Capital, United and 21st Services agree as
follows:
1. Defined Terms. (a) Unless otherwise defined herein, the terms which are
defined in the Pooling and Servicing Agreement are used herein as so defined.
(b) The words "hereof," "herein," and "hereunder," and words of
similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement.
2. Acceptance of Appointment and Other Matters Relating to the Master
Servicer.
(a) Trustee hereby appoints 21st Services as the Master Servicer of
the Senior Insurance Settlements and 21st Services hereby accepts the
appointment.
(b) 21st Services shall perform all the duties and obligations of
Master Servicer under the Pooling and Servicing Agreement.
(c) 21st Services shall continue to act as Master Servicer until such
time as it shall accept an appointment to serve as Successor Servicer under
the terms of this Agreement and the Pooling and Servicing Agreement.
(d) 21st Services shall not resign as Master Servicer during the term
of the Pooling and Servicing Agreement, provided that if the Master
Servicer fails to receive its fees and expenses for a period of at least 90
days after they become due it shall be entitled to resign by giving written
notice to United and the Trustee.
(e) 21st Services shall be entitled to a fee for its services and
reimbursement for its expenses as provided in the Pooling and Servicing
Agreement. 21st Services shall also be entitled to additional fees for life
expectancy analysis, tracking of insureds and claim filing, which fees
shall be paid in addition to and in accordance with the monthly Master
Servicer's Fee schedule in the Pooling and Servicing Agreement.
(f) 21st Services shall perform all services in Exhibit A attached
hereto.
(g) 21st Services shall also receive an underwriting/closing fee from
Capital on each Closing Date of .3% of each insurance policy's face value
of the Senior Insurance Settlements purchased by Capital.
(h) Capital shall grant to 21st Services a right entitling 21st
Services to receive five (5%) percent of the Trust's assets remaining in
Tranche I and Tranche II of the Trust, respectively, after all interest and
principal payments have been made to Certificateholders.
(i) The Subservicer shall provide 21st Services with the Closing Date
Reports, the Subservicer's Semi-Annual Certificate, and the Subservicer's
Annual Certificate as provided in Sections 3.4(a), 3.4(c) and 3.5 of the
Pooling and Servicing Agreement. Such reports shall accurately reflect the
transactions involving the Senior Insurance Settlements, and 21st Services
shall maintain such reports such that at any time 21st Services can
properly perform the duties of the Subservicer in the event it is appointed
as a Successor Servicer.
(j) The Subservicer shall provide 21st Services a copy of the computer
software used by the Subservicer in servicing the Senior Insurance
Settlements, and 21st Services shall maintain such software.
(k) The Subservicer shall provide 21st Services on each Closing Date
all data relating to the Senior Insurance Settlements transferred from
Capital to the Trust, and 21st Services shall maintain such data, such that
at all times the records of 21st Services will accurately reflect the
transactions involving the Senior Insurance Settlements and accurately
match the data available on the Subservicer's computer and in the
Subservicer's possession.
(l) The Subservicer shall provide 21st Services with true copies of
the Daily and Weekly Reports provided for in Section 3.4(b) of the Pooling
and Servicing Agreement, and 21st Services shall generate reports of its
accounts accurately reflecting the information provided by Subservicer in
the Daily and Weekly Reports.
(m) The Subservicer shall make arrangements with the Lockbox Bank
under which 21st Services shall receive a copy of each lockbox remittance
report and all other statements relating to the Lockbox Account at the same
time such items are provided to the Subservicer. The term "Lockbox Bank"
refers to The Chase Manhattan Bank or any successor bank holding the
Lockbox Account.
(2)
(n) 21st Services shall be entitled to assume that the information
contained in the reports and data received by it hereunder and under the
Pooling and Servicing Agreement is true and correct. 21st Services shall be
fully protected in relying upon such reports and data without any
independent investigation or audit to prove the facts stated therein. 21st
Services shall have no duty to monitor, investigate, or audit any records
or activities of the Subservicer with respect to the servicing of the
Senior Insurance Settlements other than to obtain and maintain the reports
and data it receives pursuant to this Agreement and the Pooling and
Servicing Agreement. 21st Services shall not have responsibility or
liability for any acts or omissions of the Subservicer with respect to
servicing the Senior Insurance Settlements.
3. Acceptance of Appointment and Other Matters Relating to the Successor
Servicer.
(a) Upon the termination of the Subservicer, pursuant to Sections 10.1
and 10.2 of the Pooling and Servicing Agreement, and for so long as this
Agreement is in full force and effect, the Trustee will promptly appoint
21st Services as the Successor Servicer and 21st Services shall accept such
appointment. In accordance with such acceptance, 21st Services shall be
entitled to a one-time transfer of management fee in the amount of
$100,000.
(b) Upon its appointment, 21st Services, as the Successor Servicer,
shall service and administer the Senior Insurance Settlements pursuant to
the terms and conditions of the Pooling and Servicing Agreement and subject
to the rights, remedies, and protections set forth in this Agreement.
(c) 21st Services, as the Successor Servicer, shall be the successor
in all respects to the Subservicer with respect to servicing functions
under the Pooling and Servicing Agreement, shall be bound by the terms and
conditions of the Pooling and Servicing Agreement, and shall be subject to
all the responsibilities, duties and liabilities relating thereto placed on
the Subservicer by the terms and provisions thereof, and all references in
the Pooling and Servicing Agreement to the Subservicer in its capacity as
Subservicer shall be deemed to refer to the Successor Servicer except that
(i) the references to the Subservicer in Sections 3.6 and 8.4 of the
Pooling and Servicing Agreement shall continue to refer to United and (ii)
the Subservicer's expenses in Section 3.2 of the Pooling and Servicing
Agreement shall not include the reasonable fees of and disbursements to
independent accountants, which shall continue to be the expense of United.
21st Services, as the Successor Servicer, shall be authorized to delegate
any of its duties as Successor Servicer to United or a third party on and
after the date of any transfer of the servicing pursuant to Section 10.2 of
the Pooling and Servicing Agreement.
(d) In connection with such appointment and assumption, 21st Services,
as the Successor Servicer, shall be entitled to the same compensation,
indemnification, and reimbursement of expenses provided for the Subservicer
under Section 3.2 of the Pooling and Servicing Agreement.
(e) In the event the Master Servicer becomes the Successor Services,
its duties shall be limited to taking over the existing Senior Insurance
Settlements then being serviced by the Subservicer and performing the
duties of the Subservicer with respect to such Senior Insurance Settlements
during the Amortization Period.
(3)
4. Limitation on Liability and Protections of the Successor Servicer.
(a) The liability of 21st Services, as the Successor Servicer, shall
be limited as set forth in the Polling and Servicing Agreement and in this
Agreement.
(b) The Master Servicer shall be entitled to all of the rights,
remedies, and protections in carrying out its duties and responsibilities
as Master Servicer or Successor Servicer as set forth in the Pooling and
Servicing Agreement and in this Agreement.
5. Termination Date. All authority and power granted to 21st Services as
the Successor Servicer, under this Agreement shall automatically cease and
terminate upon termination of the Pooling and Servicing Agreement in accordance
with its terms.
6. Governing Law. This Agreement and the rights and obligations of the
parties under this Agreement shall be governed by New York, without giving
effect to its conflict of laws provisions.
7. Notices. All demands, notices and communications hereunder shall be in
writing and shall be sent to (a) in the case of the 21st Services, IDS Center,
Suite 1650, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Mr. ▇▇▇▇▇▇
▇▇▇▇▇, and (b) in the case of Trustee, Corporate Trust Department, The Chase
Manhattan Bank, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention:
____________, or as to each party, at such other address as shall be designated
by such party in a written notice to each other party.
8. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall for any reason be held
invalid, then such covenants, agreements, provisions, or terms shall be deemed
severable from the remaining covenants, agreements, provisions, or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Master Servicer Agreement.
9. Counterparts. This Agreement may be executed in two or more counterparts
(any by different parties on separate counterparts), each of which shall be an
original and all of which together shall constitute one and the same instrument.
10. Third-Party Beneficiaries. This Agreement will inure to the benefit of
and be binding upon the parties hereto, and their respective successors and
permitted assigns. Except as otherwise provided in this Agreement, no other
person will have any right or obligation hereunder.
11. Amendment. This Agreement may not be modified, amended, waived, or
supplemented except in writing executed by the parties hereto.
12. Headings. The headings herein are for purpose of reference only and
shall not otherwise affect the meaning or interpretation of any provision
hereof.
(4)
13. Pooling and Servicing Agreement Controls. In the event any provisions
of this Agreement shall be inconsistent with any provisions of the Pooling and
Servicing Agreement, the provisions of the Pooling and Servicing Agreement shall
control
IN WITNESS WHEREOF, 21st Services, Capital, United, and the Trustee have
caused this Master Servicer Agreement to be duly executed by their respective
authorized officers as of the date first above written.
MASTER SERVICER:
21ST HOLDINGS, LLC
By: ________________________________________
Title: _____________________________________
SUBSERVICER:
UNITED FUNDS, LLC
By: ________________________________________
Title: _____________________________________
CAPITAL RESOURCE GROUP ONE, LLC
By: ________________________________________
Title: _____________________________________
TRUSTEE:
THE CHASE MANHATTAN BANK
By: ________________________________________
Title: _____________________________________
(5)
SCHEDULE I
List of Senior Insurance Settlements
EXHIBIT A
Duties of Master Servicer