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ADMINISTRATION AGREEMENT

Financial Services Agreement

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This Financial Services Agreement involves

SACO I TRUST 2006-12 | LASALLE BANK NATIONAL ASSOCIATION | WILMINGTON TRUST COMPANY | BEAR STEARNS ASSET BACKED SECURITIES I LLC

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Title: ADMINISTRATION AGREEMENT
Governing Law: New York     Date: 1/10/2007

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ADMINISTRATION AGREEMENT

 

among

 

SACO I TRUST 2006-12,

as Issuing Entity

 

 

LASALLE BANK NATIONAL ASSOCIATION,

as Securities Administrator

 

 

WILMINGTON TRUST COMPANY,

as Owner Trustee

 

and

 

BEAR STEARNS ASSET BACKED SECURITIES I LLC,

as Depositor

 

Dated as of December 19, 2006


 

This Administration Agreement (the “Agreement”) is entered into as of December 19, 2006, among SACO I TRUST 2006-12, a Delaware statutory trust (the “Issuing Entity”), LASALLE BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Securities Administrator (the “Securities Administrator”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”) and BEAR STEARNS ASSET BACKED SECURITIES I LLC, as Depositor (the “Depositor”).

 

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture, the Trust Agreement or the Sale and Servicing Agreement (each as defined herein).

 

W I T N E S S E T H:

 

WHEREAS, the Issuing Entity is a statutory trust under the Delaware Statutory Trust Act (12 Del.C. § 3801 et seq.) created by an Amended and Restated Trust Agreement relating to the Trust, dated as of December 19, 2006 (the “Trust Agreement”), among the Depositor, the Owner Trustee and the Securities Administrator;

 

WHEREAS, the Issuing Entity will issue under an indenture its SACO I Trust 2006-12 Mortgage-Backed Notes, Series 2006-12 (the “Notes”) and, under the Trust Agreement, its Trust Certificates (the “Certificates” and collectively with the Notes, the “Securities”);

 

WHEREAS, the Notes will be secured by certain collateral, as more particularly set forth in the Indenture, dated as of December 19, 2006 (the “Indenture”), among the Issuing Entity, Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”) and LaSalle Bank National Association, as securities administrator (in such capacity, the “Securities Administrator”);

 

WHEREAS, the Certificates will be issued pursuant to the Trust Agreement and will represent the undivided beneficial ownership interest in the Trust;

 

WHEREAS, the Issuing Entity has entered into certain agreements in connection with the issuance of the Securities, including (i) a Sale and Servicing Agreement, dated as of December 19, 2006 (the “Sale and Servicing Agreement”), among the Issuing Entity, the Depositor, EMC Mortgage Corporation, as seller and company (the “Seller”), LaSalle Bank National Association, as master servicer (in such capacity, the “Master Servicer”) and Securities Administrator, and the Indenture Trustee, (ii) the Letter of Representations, dated December 19, 2006 (the “Depository Agreement”), among the Securities Administrator and The Depository Trust Company relating to the Class I-A, Class I-A-IO, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class II-A and Class II-A-IO Notes and (iii) the Indenture. The Sale and Servicing Agreement, the Depository Agreement, the Indenture and the Trust Agreement are collectively referred to herein as the “Related Agreements”);

 

WHEREAS, pursuant to the Related Agreements, the Issuing Entity is required to perform certain duties in connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the “Collateral”) and (b) the beneficial ownership interests in the Issuing Entity represented by the Certificates (the registered holder of such interests being referred to herein as the “Certificateholder”);

 

WHEREAS, the Issuing Entity desires to have the Securities Administrator and the Depositor, respectively, perform certain of the duties of the Issuing Entity referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuing Entity may from time to time request; and

 

WHEREAS, the Securities Administrator and the Depositor have the capacity to provide the respective services required hereby and are willing to perform such services for the Issuing Entity on the terms set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

Section 1.  Duties of the Securities Administrator.

 

(a)  The Securities Administrator agrees to perform all of the duties of the Issuing Entity and the Owner Trustee under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate action that is the duty of the Issuing Entity and the Owner Trustee to take with respect to the following matters under the Trust Agreement, Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture):

 

(i)  causing the preparation of the Notes for execution by the Owner Trustee or the Securities Administrator upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03);

 

(ii)  causing the preparation of Definitive Notes in accordance with the instructions of any Clearing Agency (including the preparation of any temporary notes), (Sections 4.08 and 4.13);

 

(iii)  the notification to the Owner Trustee of the Issuing Entity’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Securities Administrator of such non-compliance (Sections 3.06 and Section 3.15);

 

(iv)  the execution of all supplements, amendments, instruments of further assurance and other instruments prepared by the Depositor and delivered to the Securities Administrator for execution to protect the Collateral (Section 3.03).

 

(b)  In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.

 

In carrying out the foregoing duties, the Securities Administrator shall have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification.

 

The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

 

Section 2.  Duties of the Depositor With Respect to the Indenture.

 

(a)  The Depositor shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee to take with respect to the following matters under the Indenture (references are to sections of the Indenture):

 

(i)  causing the preparation of the Notes (for execution by the Owner Trustee or the Securities Administrator) upon their initial issuance and causing the preparation of an Issuing Entity Request (for execution by the Owner Trustee or the Securities Administrator) for delivery to the Indenture Trustee regarding the authentication of the Notes (Sections 2.02)

 

(ii)  causing the preparation of an Issuing Entity Request and Officer’s Certificate (and executing the same on behalf of the Issuing Entity) and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.04)

 

(iii)  causing the preparation of Issuing Entity Requests (and executing the same on behalf of the Issuing Entity) and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures;

 

(iv)  causing the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Sections 8.04 and 11.01);

 

(v)  the delivery of notice to the Indenture Trustee and the Rating Agency of each Event of Default under the Indenture (Section 3.16 and 5.01);

 

(vi)  the annual delivery of Opinions of Counsel, in accordance with Section 3.04 of the Indenture, as to the Trust Estate, and the annual delivery and execution of the Officers’ Certificate (Section 3.07);

 

(vii)  causing the preparation and execution of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto with respect to any request by the Issuing Entity to the Indenture Trustee or the Securities Administrator to take any action under the Indenture (Sections 4.10, 8.02, 9.04 and 11.01);

 

(viii)  the appointment of a successor Indenture Trustee (Section 6.09); and

 

(ix)  obtaining and preserving the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.01).

 

(b)  In addition to the duties of the Depositor set forth above, the Depositor shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that is the duty of the Issuing Entity or Owner Trustee to take pursuant to the Related Agreements. The Depositor shall prepare, execute and deliver all certificates and other documents required to be delivered by the Issuing Entity pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Depositor shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the HELOCs) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Depositor.

 

Section 3.  Records. The Securities Administrator shall maintain appropriate books of account, if any, and records relating to services performed hereunder, which books of account and records shall be accessible, with two (2) Business Days advance notice, for inspection by the Issuing Entity and the Depositor at any time during normal business hours.

 

Section 4.  Compensation. The Securities Administrator will perform the duties and provide the services called for under Section 1 above for such compensation as shall be agreed upon between the Securities Administrator and the Depositor.

 

Section 5.  Additional Information to be Furnished to the Issuing Entity. The Depositor shall furnish to the Issuing Entity and Note Insurer from time to time such additional information regarding the Collateral as the Issuing Entity and Note Insurer shall reasonably request.

 

Section 6.  Independence of the Securities Administrator. For all purposes of this Agreement, the Securities Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuing Entity or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Securities Administrator shall have no authority to act for or represent the Issuing Entity or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.

 

Section 7.  No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Securities Administrator or the Depositor, respectively, and either of the Issuing Entity or the Owner Trustee,

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