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Pooling Agreement

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POOLING AND SERVICING AGREEMENT

MLCC Mortgage Investors, Inc., Merrill Lynch Credit Corporation, and Bankers Trust Company of California, N.A.

Dated as of December 1, 1999

This Pooling and Servicing Agreement is entered into by and among:

Company:

Master Servicer:

Trustee:

ARTICLE I — DEFINITIONS

The following terms apply to this Agreement and the related certificates, accounts, and mortgage loans.

Agreement Name:

Closing Date:

First Distribution Date:

Cut-Off Date:

Certificate Information

Original Class A Principal Balance:

Original Class B Principal Balance:

Original Pool Principal Balance:

Original Pre-Funded Amount:

Mortgage Loan Schedule

Fields for each mortgage loan are listed below.

Article II — Conveyance of Mortgage Loans; Trust Fund

The Company conveys the Initial Mortgage Loans and related agreements to the Trustee for inclusion in the Trust Fund.

Has the Mortgage File been delivered?

Are the recorded assignments complete?

Are there Subsequent Mortgage Loans being conveyed?

Article III — Representations and Warranties

The Master Servicer makes the following representations and warranties concerning the Mortgage Loans.

Article IV — The Certificates

Certificate classes and denominations:

Class A Minimum Denomination:

Class B Minimum Denomination:

Class C Percentage Interest:

Class R Percentage Interest:

Article V — Administration and Servicing

Servicing duties, escrow accounts, pre-funding account, and carryover reserve fund are administered pursuant to the agreement.

Servicing Fee Rate:

Is there an Escrow Account?

Is there a Pre-Funding Account?

Is there a Carryover Reserve Fund?

Article VI — Payments to Certificateholders

Distributions are made in priority order based on the Available Distribution Amount.

Article VII — Reports to Be Prepared by Master Servicer

The Master Servicer shall furnish periodic reports and tax information returns.

Article VIII — The Company and the Master Servicer

Indemnification, successor servicing, merger, resignation, and rating maintenance provisions apply.

Are indemnification obligations acknowledged?

Is successor servicing provided for?

Are rating agency notices required?

Article IX — Default

Events of default and related notices.

Article X — Concerning the Trustee

Trustee duties, liability limits, eligibility, resignation, and successor appointment.

Trustee Eligible?

Co-Trustee Appointed?

Article XI — Termination

Termination may occur upon final payment, liquidation, or repurchase election.

Termination Date:

Article XII — Miscellaneous Provisions

Governing law, notice addresses, amendment procedures, and execution details.

Governing Law:

Notice Address - Company:

Notice Address - Master Servicer:

Notice Address - Trustee:

Company Signature

By:

Title:

Date:

Master Servicer Signature

By:

Title:

Date:

Trustee Signature

By:

Title:

Date:

Acknowledgment Sections

State of Florida / County of Duval

Acknowledged before me on:

Notary Public:

State of Florida / County of Duval

Acknowledged before me on:

Notary Public:

State of California / County of Orange

Acknowledged on:

Notary Public:

Use the fields above to complete the agreement, acknowledgments, and signatures consistent with the document.

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What a Pooling Agreement Is and when it is used

A Pooling Agreement is a contractual arrangement that combines assets, rights, or receivables from multiple parties into a single pooled fund or portfolio for management, servicing, or sale. Typical uses include mortgage or loan securitization, pooled investment vehicles, and shared-resource arrangements where contributors agree on allocation, reporting, and governance rules. The agreement defines contributions, ownership interests, distributions, representations and warranties, indemnities, termination events, and procedures for valuation and accounting.

Why a clear Pooling Agreement matters

A well-drafted Pooling Agreement reduces ambiguity about contributions, payout priorities, and governance, limiting operational risk and disputes while preserving asset-level compliance and transferability under applicable law.

Why a clear Pooling Agreement matters

Who typically prepares or signs a Pooling Agreement

The Pooling Agreement is most often prepared by the lead servicer, sponsor, or counsel and signed by contributing parties and any designated trustee or custodian.

  • Lenders and originators who contribute loans or receivables into the pool and need to allocate proceeds and liabilities precisely.
  • Asset managers, servicers, and trustees responsible for administering the pooled assets and distributions per the agreement.
  • Legal and compliance teams that confirm representations, warranties, regulatory disclosures, and reporting obligations are met.

Ensure signatory authority and corporate approvals are documented before execution to avoid enforceability questions.

Core sections to include in a professional Pooling Agreement

A complete Pooling Agreement organizes duties, asset definitions, contribution mechanics, payment waterfall, representations and warranties, indemnities, reporting, and termination procedures to preserve rights and manage risks across contributors and beneficiaries.

Asset Definition

Specify eligible assets, cut-off dates, excluded assets, and supporting documentation required for each contribution.

Contribution Mechanics

Detail timing, funding conditions, purchase price, and valuation method for contributed assets or receivables.

Payment Waterfall

Define distribution priority, fees, reserves, and triggers for allocating collections among classes.

Representations & Warranties

List contributor assurances on title, enforceability, compliance, and absence of undisclosed liabilities.

Servicing & Reporting

Assign servicing duties, reporting cadence, audit rights, and data delivery requirements.

Events & Remedies

Describe default events, cure periods, termination rights, indemnities, and dispute resolution methods.

Stepwise process to complete and execute a Pooling Agreement

Follow a consistent sequence from drafting to final execution to ensure compliance and preserve audit trails.

  • 01
    Drafting: Assemble asset schedules, legal descriptions, and initial waterfall terms for counsel review.
  • 02
    Internal Approval: Obtain board or delegated authority approvals and corporate resolutions where required.
  • 03
    Counterparty Review: Circulate draft, negotiate representations and indemnities, and track changes in a controlled redline.
  • 04
    Execution: Sign, notarize if required, and deliver fully executed copies to all parties with audit trail records.

How online completion and routing typically work

Digital workflows reduce turnaround time and create a tamper-evident record of who signed, when, and where.

  • Upload: Sender uploads the Pooling Agreement PDF and attaches asset schedules or exhibits.
  • Field Placement: Place signature, initial, date, and conditional fields for covenants or acceptance checks.
  • Signer Order: Set role-based routing so trustees, servicers, and contributors sign in the defined sequence.
  • Completion: Platform captures audit trail, timestamps, and returns executed copies to all parties.

Typical workflow settings to configure for pooled-asset execution

Configure these settings to match legal requirements and reduce signer friction during execution.

Field Configuration
Signer Authentication Email plus SMS code or stronger KBA for institutional signers
Signing Order Sequential routing by role to preserve trustee priority
Conditional Fields Show reserve or default clauses only if specific thresholds are met
Retention Enable automatic saving of executed PDF and audit log

Digital signing and technical requirements for pooled documents

Choose a platform that supports PDF, DOCX, secure storage, and an auditable signing trail for multi-party execution.

  • File Formats: PDF, DOCX
  • Integrations: NetSuite, Salesforce, Box, Procore
  • Security: AES-256 at rest; TLS 1.2/1.3 in transit

Confirm the platform supports multi-signer workflows, role-based routing, strong authentication, and export of the audit trail for regulatory review.

Security, compliance, and technical assurances to check

Encryption: AES-256 at rest
Transport: TLS 1.2/1.3
Certifications: SOC 2 Type II
Regulatory: ESIGN and UETA
Healthcare: HIPAA (BAA required)
FDA-ready: 21 CFR Part 11 available

Common legal and financial risks from drafting or execution errors

Misallocated Proceeds: Undue payments or disputes
Invalid Transfer: Title or assignment defects
Tax Exposure: Incorrect reporting consequences
Breach Claims: Indemnity and litigation costs
Regulatory Fines: Noncompliance penalties
Data Loss: Audit failures and reputation harm

Frequent drafting and execution pitfalls to avoid

  • Ambiguous definitions for contributed assets that later cause allocation disputes or rejection.
  • Missing corporate authority or absent resolutions for signers which can render execution voidable.
  • Inconsistent schedules or identifiers that prevent reconciliation with servicing systems.
  • Failing to capture notarization or witness requirements when transfers or state law demand them.

Key timing and filing expectations for pooled transactions

Adhere to contractual cut-off dates, reporting cadences, and tax filing deadlines to avoid penalties and reconciliation problems.

Contribution Cut-off:

Specify exact MM/DD/YYYY cut-off to determine included assets

Reporting Cadence:

Monthly or quarterly reporting per agreement

Tax Reporting:

Follow IRS deadlines for information returns and backup withholding

Notice Periods:

Define cure and notice windows for defaults

Retention Start:

Effective Date triggers retention clocks

Typical lifecycle milestones for a Pooling Agreement

Track the sequential milestones from initial offering through wind-down to maintain compliance and ensure timely remedies.

01

Formation

Negotiate terms, assemble schedules, and obtain internal approvals.

02

Initial Contribution

Deliver assets and consideration by the contractual cut-off date.

03

Servicing and Reporting

Begin ongoing servicing, remittance, and reconciliation per the reporting schedule.

04

Wind-Down

Terminate or unwind the pool according to repurchase, cure, or maturity provisions.

eSignature vendor comparison for Pooling Agreement execution

Compare core pricing and capability markers that affect multi-party pooled transactions; signNow is shown first per vendor ordering rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Pooling Agreements and eSigning

Answers to common questions about completing, signing, and storing Pooling Agreements, including eSignature legality and common execution problems.


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