MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
In connection with registered public offerings of securities for which we are acting as manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as manager or co-manager of the initial purchasers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.
LOAN AGREEMENT By and Among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF as Borrower, THE BANK OF NEW YORK MELLON as Administrative Agent and Collateral Agent, and THE UNITED STATES DEPARTMENT OF THE TREASURY as Lender Dated as of the date...Loan Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
LOAN AGREEMENT, dated as of the date set forth on Schedule A, by and among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as lender (in such capacity, the “Lender”).
VALUATION ADMINISTRATION AGREEMENTValuation Administration Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
This VALUATION ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as valuation agent under this agreement, the “Valuation Agent”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as collateral administrator under this agreement, the “Collateral Administrator”).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
This agreement is between Nuveen Asset Management (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Nuveen Mortgage Opportunity Term Fund 2 (the “Fund”).
GUARANTEE AND SECURITY AGREEMENT dated as of the date set forth in Schedule A to the Loan Agreement referred to herein among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO, as Borrower, THE UNITED STATES DEPARTMENT OF THE TREASURY, as Lender,...Guarantee and Security Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Borrower”); each entity that becomes a “GUARANTOR” after the date hereof pursuant to Section 7.08 hereof (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”); THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”); and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent for the Lender under the Loan Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
CUSTODIAL AGREEMENTCustodial Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
THIS CUSTODIAL AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) under the Loan Agreement referred to below, and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as custodian under this Agreement, for the Borrower and the Agents (in such capacity, the “Custodian”).
