Institutional Investor Agreement Sample Contracts

INSTITUTIONAL INVESTOR AGREEMENT
Institutional Investor Agreement • June 29th, 2011 • New York

This Institutional Investor Agreement (“Institutional Investor Agreement”) is entered into by and among (i) The Bank of New York Mellon (f/k/a The Bank of New York) in its capacity as trustee or indenture trustee of the Covered Trusts (“BNY Mellon” or the “Trustee”); (ii) AEGON (as defined hereinafter), Bayerische Landesbank, BlackRock Financial Management, Inc. (“BlackRock”), Federal Home Loan Bank of Atlanta (“FHL Bank Atlanta”), Goldman Sachs Asset Management L.P. (“GSAM”), ING Investment Management L.L.C., ING Bank fsb, ING Capital LLC, Invesco Advisers, Inc. (“Invesco”), Kore Advisors, L.P. (“Kore”), Landesbank Baden-Wuerttemberg and LBBW Asset Management (Ireland) PLC, Dublin (“LBBW”), Maiden Lane, LLC, Maiden Lane II, LLC, and Maiden Lane III, LLC (the three together “Maiden Lane”), Metropolitan Life Insurance Company (“MetLife”), Nationwide Mutual Insurance Company and its affiliate companies (“Nationwide”), New York Life Investment Management LLC (“New York Life”), Neuberger B

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INSTITUTIONAL INVESTOR AGREEMENT
Institutional Investor Agreement • June 29th, 2011 • Bank of America Corp /De/ • National commercial banks • New York

Petitioner, The Bank of New York Mellon, solely in its capacity as trustee or indenture trustee under 530 mortgage-securitization trusts identified in Exhibit A to the Verified Petition (the “Petitioner” or the “Trustee”), evidenced by 530 separate Pooling and Servicing Agreements (“PSAs”) or Indentures and related Sales and Servicing Agreements (“SSAs,” and together with the PSAs and Indentures, the “Governing Agreements”), having applied to this Court for an order pursuant to CPLR § 7701 for judicial instructions and approval of a settlement entered into by and among the Trustee, Bank of America Corporation, BAC Home Loans Servicing, LP, Countrywide Financial Corporation, and Countrywide Home Loans, Inc. (the “Settlement”), such Settlement being embodied in the settlement agreement, dated June 28, 2011 (the “Settlement Agreement”) attached to the Verified Petition herein and attached hereto as Exhibit A; and

INSTITUTIONAL INVESTOR AGREEMENT
Institutional Investor Agreement • June 29th, 2011

This Institutional Investor Agreement (“Institutional Investor Agreement”) is entered into by and among (i) The Bank of New York Mellon (f/k/a The Bank of New York) in its capacity as trustee or indenture trustee of the Covered Trusts (“BNY Mellon” or the “Trustee”); (ii) AEGON (as defined hereinafter), Bayerische Landesbank, BlackRock Financial Management, Inc. (“BlackRock”), Federal Home Loan Bank of Atlanta (“FHL Bank Atlanta”), Goldman Sachs Asset Management L.P. (“GSAM”), ING Investment Management L.L.C., ING Bank fsb, ING Capital LLC, Invesco Advisers, Inc. (“Invesco”), Kore Advisors, L.P. (“Kore”), Landesbank Baden-Wuerttemberg and LBBW Asset Management (Ireland) PLC, Dublin (“LBBW”), Maiden Lane, LLC, Maiden Lane II, LLC, and Maiden Lane III, LLC (the three together “Maiden Lane”), Metropolitan Life Insurance Company (“MetLife”), Nationwide Mutual Insurance Company and its affiliate companies (“Nationwide”), New York Life Investment Management LLC (“New York Life”), Neuberger B

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