Exhibit H Sample Clauses

Exhibit H. Transfer Affidavit........................................... Exhibit I: Form of Transferor Certificate............................... Exhibit J: Form of Investment Letter (Non-Rule 144A).................... Exhibit K: Form of Rule 144A Letter..................................... Exhibit L: Form of Request for Release.................................. THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2002, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the "Depositor"), UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the "Transferor"), WELLS FARGO BANK MINNESOTA, N.A., a national banking association, as master servicer (the "Master Servicer"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").
Exhibit H. 4, Allowance Schedule (prepared at the time of the Guaranteed Maximum Price Amendment);
Exhibit H. 3, Schedule of Values (prepared at the time of the Guaranteed Maximum Price Amendment);
Exhibit H. Exhibit H of the Agreement is hereby deleted in its ---------- entirety and replaced with Exhibit H attached hereto.
Exhibit H. ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guaranties and swing line loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
Exhibit H. SCHEDULE 3.1(B) --------------- MERGER CONSIDERATION (See attached Schedule 3.1(B) SCHEDULE 4.1 ------------ ARTICLES AND BYLAWS OF INTOUCH SCHEDULE 4.3(A) --------------- CAPITALIZATION OF INTOUCH SCHEDULE 4.3(B) --------------- LIENS ON STOCK OF INTOUCH SCHEDULE 4.5 ------------ Conflicts/Consents of InTouch SCHEDULE 4.6 ------------ EXCEPTIONS TO ACCURACY OF FINANCIAL STATEMENTS OF INTOUCH SCHEDULE 4.7 ------------ EXCEPTIONS TO ABSENCE OF CHANGES OF INTOUCH SCHEDULE 3.1(b) --------------- MICRO SHAREHOLDERS RECEIVING CASH Micro Shareholders IXL Shares Cash ------------------------ ---------------------- -------------------- Alfred Ricciardi 0 $ 79,968.00 Alice Baum 0 $ 104,522.00 Ann McLaughlin 0 $ 19,992.00 Lynn Shostack 0 $ 99,960.00 Scott F. Smith 0 $ 49,980.00 ------------- total: $ 354,422.00 SCHEDULE 4.8 ------------ UNDISCLOSED LIABILITIES OF INTOUCH SCHEDULE 4.9 ------------ LIENS OF INTOUCH SCHEDULE 4.10 ------------- TANGIBLE PERSONAL PROPERTY OF INTOUCH SCHEDULE 4.12 ------------- LIENS ON REAL PROPERTY OF INTOUCH SCHEDULE 4.13 ------------- LEASES OF INTOUCH SCHEDULE 4.14 ------------- CONTRACTS OF INTOUCH SCHEDULE 4.15 ------------- DIRECTORS AND OFFICERS OF INTOUCH SCHEDULE 4.16 ------------- PAYROLL OF INTOUCH SCHEDULE 4.17 ------------- LITIGATION OF INTOUCH SCHEDULE 4.18 ------------- EMPLOYEE BENEFIT PLANS/LABOR RELATIONS OF INTOUCH SCHEDULE 4.19 ------------- ERISA OF INTOUCH SCHEDULE 4.21 ------------- PERMITS OF INTOUCH SCHEDULE 4.23 ------------- BROKERS OF INTOUCH SCHEDULE 4.25 ------------- INTEREST IN CUSTOMERS, SUPPLIERS & COMPETITORS OF INTOUCH SCHEDULE 4.28 ------------- INSURANCE POLICIES OF INTOUCH SCHEDULE 4.31(B) ---------------- ACCREDITED INVESTORS OF INTOUCH SCHEDULE 4.31(C) ---------------- NON-ACCREDITED INVESTORS OF INTOUCH SCHEDULE 5.1 ------------ CERTIFICATE OF INCORPORATION AND BYLAWS OF PARENT AND SUB SCHEDULE 5.3 ------------ CONFLICTS, REQUIRED FILINGS AND CONSENTS OF PARENT AND SUB SCHEDULE 5.4 ------------ PARENT LITIGATION SCHEDULE 5.5 ------------ PARENT AND SUB BROKERS SCHEDULE 5.6 ------------ CAPITALIZATION OF PARENT SCHEDULE 5.7 ------------ SUBSIDIARIES OF PARENT SCHEDULE 5.9 ------------ PARENT UNDISCLOSED LIABILITIES SCHEDULE 5.13 ------------- EXCEPTIONS TO ABSENCE OF CHANGES OF PARENT SCHEDULE 6.6 ------------ PARENT OPTIONS' RECIPIENTS SCHEDULE 7.1(C) --------------- PARENT CONSENTS SCHEDULE 7.2(D) --------------- INTOUCH CONSENTS SCHEDULE 10.11 -------------- PERMITTED LIENS OF INTOUCH