MASTER SERVICER AGREEMENT
Exhibit 10.3a
MASTER SERVICER AGREEMENT (this "Agreement"), dated as of ___________,
2000, between 21ST HOLDINGS, LLC, a national insurance services organization
("21st Services"), as Master Servicer, CAPITAL RESOURCE GROUP ONE, LLC
("Capital"), as originator of the Trust, UNITED FUNDS, LLC ("United") as
Subservicer, and THE BANK OF NEW YORK, 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 Insurance Settlements now owned and held or hereafter acquired by the
Insurance Settlements Funding Trust 2000 (the "Trust") and as further defined in
the Pooling and Servicing Agreement (collectively, the "Insurance Settlements").
WHEREAS, 21st Services has agreed and is willing to be the Master Servicer
of the Insurance Settlements, subject to the terms and conditions contained
herein and in the Pooling and Servicing Agreement.
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WHEREAS, subsequent to the termination of the Subservicer under the Pooling
and Servicing Agreement, 21st Services shall automatically be 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) 21st Services hereby agrees to act as the Master Servicer of the
Insurance Settlements.
(b) 21st Services shall perform all the duties and obligations of
Master Servicer under the Pooling and Servicing Agreement.
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(c) 21st Services shall continue to act as Master Servicer until such
time as it shall succeed to the 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 or if it shall become illegal for 21st Services
to continue to act as Master Servicer, 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. In addition, Capital shall grant to 21st Services a right
entitling 21st Services to receive 5% 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. Such right shall
vest at the rate of 12.5% and 10% per year for Tranche I and Tranche II,
respectively. If either Tranche is redeemed prior to maturity, such rights
shall vest automatically.
(f) United will pay 21st Services a fee of .30% of the face amount of
each policy purchased by United.
(g) The Subservicer shall provide 21st Services the Closing Date
Reports, the Subservicer's Semi-Annual Certificate, and the Subservicer's
Annual Certificate as
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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 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.
(h) The Subservicer shall provide 21st Services a copy of the computer
software used by the Subservicer in servicing the Insurance Settlements,
and 21st Services shall maintain such software.
(i) The Subservicer shall provide the Trustee on each Closing Date all
data relating to the Insurance Settlements transferred from Capital to the
Trust, and 21st Services shall maintain such data, such that the records of
21st Services will accurately reflect the transactions involving the
Insurance Settlements and accurately match the data available on the
Subservicer's computer and in the Subservicer's possession.
(j) The Subservicer shall provide 21st Services 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.
(k) 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
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Subservicer. The term "Lockbox Bank" refers to the Bank of New York, or any
successor bank holding the Lockbox Account.
(l) 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 if 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
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 have no responsibility or liability for any
acts or omissions of the Subservicer with respect to servicing the
Insurance Settlements.
(m) 21st Services will also perform such duties as described in
Schedule I attached hereto.
3. Acceptance of Appointment and Other Matters Relating to the Successor
Servicer.
(a) Upon 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, 21st Services will automatically
become the Successor Servicer and 21st Services shall accept such
appointment.
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(b) Upon its appointment, 21st Services, as the Successor Servicer,
shall service and administer the 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. 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 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 in addition to its
fees as Master Servicer and shall also be entitled to a one-time transfer
of management fee of $100,000 to be paid by the Trust.
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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 Pooling 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. This Agreement and all authority and power granted to
21st Services, as Master Servicer or 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 Delaware law, 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. ▇▇▇▇▇▇
▇▇▇▇▇, (b) in the case of either Capital or United, ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and (c) in the case of
Trustee, Corporate Trust Department, The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇
▇
▇▇▇▇▇▇, ▇▇-▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 Agreements 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
(and 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 enure 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 provisions
hereof.
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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:
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Title:
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SUBSERVICER:
UNITED FUNDS, LLC
By:
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Title:
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CAPITAL RESOURCE GROUP ONE, LLC
By:
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Title:
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TRUSTEE:
THE BANK OF NEW YORK
By:
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Title:
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SCHEDULE I
Duties of Master Servicer
o Review medical, insurance and final underwriting for proposed policies
o Review financial analysis of each policy and its relationship to the
aggregate pool of policies
o Review purchase recommendations
o Audit integrity of financial model on a periodic basis
o Track all insureds and maintain updated medical files
o Maintain data on pool characteristics
o Audit premium calendar database
o Prepare reports as agreed
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