EXECUTION COPY
ADMINISTRATION AGREEMENT
among
UNITED NATIONAL HOME LOAN OWNER TRUST 1999-1,
as Issuer
and
U.S. BANK NATIONAL ASSOCIATION,
as Administrator
and
UNITED NATIONAL BANK
as Co-Administrator
and
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
Dated as of March 1, 1999
UNITED NATIONAL HOME LOAN OWNER TRUST 1999-1
This Administration Agreement (the "Agreement") is entered into as of
March 1, 1999, among United National Home Loan Owner Trust 1999-1, a Delaware
business trust (the "Issuer"), U.S. Bank National Association, a national
banking association, not in its individual capacity but solely as
Administrator (the "Administrator"), United National Bank, a national banking
association, not in its individual capacity but solely as Co-Administrator
(the "Co-Administrator") and Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee (the "Owner Trustee").
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Indenture or, if not defined therein, the Sale
and Servicing Agreement.
W I T N E S S E T H:
WHEREAS, the Issuer is a business trust under the Delaware Business
Trust Act (12 Del.C. ss. 3801 et seq.) created by a Trust Agreement relating
to the Trust, dated as of March 1, 1999, among Bear Xxxxxxx Asset Backed
Securities, Inc., as depositor (in such capacity, the "Depositor"), Wilmington
Trust Company, as Owner Trustee, and U.S. Bank National Association, as
Co-Owner Trustee (the "Trust Agreement");
WHEREAS, the Issuer will issue Asset Backed Notes (the "Notes") and
Asset Backed Certificates (the "Certificates"), Series 1999-1 (collectively,
the "Securities");
WHEREAS, the Notes will be secured by certain collateral, as more
particularly set forth in the Indenture, dated as of March 1, 1999, between
the Issuer and U.S. Bank National Association, as indenture trustee (in such
capacity, the "Indenture Trustee") (the "Indenture");
WHEREAS, the Certificates will be created pursuant to the Trust
Agreement and will represent the undivided beneficial ownership interest in
the Trust;
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities, including (i) a Sale and Servicing
Agreement, dated as of March 1, 1999 among the Issuer as issuer, Advanta
Mortgage Corp. USA, as servicer, United National Bank, a national banking
association, as seller (the "Seller") and U.S. Bank National Association as
indenture trustee and co-owner trustee (the "Indenture Trustee") (as amended
and supplemented from time to time, the "Sale and Servicing Agreement"), (ii)
the Letter of Representation, dated March 26, 1999, among the Issuer, the
Indenture Trustee and The Depository Trust Company relating to the Notes (as
amended and supplemented from time to time, the "Depository Agreement"), (iii)
the Indenture and (iv) the Trust Agreement (the Sale and Servicing Agreement,
the Depository Agreement, the Indenture and the Trust Agreement being
hereinafter referred to collectively as the "Related Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer 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 Issuer represented by the Certificates
(the registered holders of such interests being referred to herein as the
"Owners");
WHEREAS, the Issuer desires to have the Administrator or the
Co-Administrator perform certain of the duties of the Issuer 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 Issuer may from
time to time request;
WHEREAS, the Administrator and the Co-Administrator have the capacity
to provide the respective services required hereby and are willing to perform
such services for the Issuer 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 Administrator and the Co-Administrator.
(a) Duties with respect to the Depository Agreement, the Sale and
Servicing Agreement, the Indenture and the Trust Agreement.
(i) The Administrator and the Co-Administrator agree to perform all
of the duties of the Issuer under the Depository Agreement. In addition,
the Administrator and the Co-Administrator shall consult with the Owner
Trustee regarding the duties of the Issuer under the Sale and Servicing
Agreement and the Indenture. The Administrator and the Co-Administrator
shall monitor the performance of the Issuer and shall notify the Owner
Trustee when action is necessary to comply with the Issuer's duties under
the Sale and Servicing Agreement and the Indenture. In addition to the
foregoing, (x) the Administrator shall take all appropriate action that
is the duty of the Issuer to take with respect to the following matters
under the Basic Documents and identified as (A), (B), (C), (D), (G), (H),
(I), (J), (O), (P), (R), (T), (Y) and (ii) set forth below and (y) the
Co-Administrator shall take all appropriate action that is the duty of
the Issuer to take with respect to the following matters under the Basic
Documents and identified as (E), (F), (K), (L), (M), (N), (Q), (S), (U),
(V), (W), (X), (iii) and (iv) (references are to sections of the
Indenture):
(A) the preparation of the Notes for execution by the Owner Trustee
upon their issuance and upon the registration of any transfer or
exchange of the Notes (Sections 2.02, 2.03 and 2.04);
(B) the duty to cause the Note Register to be kept if the Issuer
assumes the duties of Note Registrar, and to give the Indenture
Trustee notice of any appointment of a new Note Registrar and the
location, or change in location, of the Note Register (Section
2.03);
(C) the notification of Noteholders of the final principal payment
on their Notes or of the redemption of the Notes or duty to cause
the Indenture Trustee to provide such notification (Sections 2.06(b)
and 10.02);
(D) the preparation of an Issuer Order for authentication of the
Notes and delivery of the same to the Indenture Trustee (Section
2.07);
(E) the preparation of an Issuer Request required for the release of
collateral and delivery of the same to the Indenture Trustee
(Section 2.09);
(F) the preparation, obtaining or filing of instruments, opinions
and certificates and other documents required for the release of
collateral (Section 2.09);
(G) the preparation of Definitive Notes in accordance with the
instructions of the Clearing Agency, the duty to attempt to locate a
qualified successor to the Clearing Agency, if necessary, and the
preparation of written notice to the Indenture Trustee of
termination of the book entry system through the Clearing Agency
(Section 2.12);
(H) the maintenance of an office in the Borough of Manhattan, City
of New York, for registration of transfer or exchange of Notes
(Section 3.02);
(I) the preparation of an Issuer Order required to appoint a Paying
Agent, the preparation of written notice to the Indenture Trustee
and the duty to cause newly appointed Paying Agents, if any, to
execute and deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust (Section
3.03);
(J) preparation of an Issuer Order required to direct the Paying
Agent to pay to the Indenture Trustee all sums held in trust by the
Paying Agent (Section 3.03);
(K) the provision to the Indenture Trustee of calculations
pertaining to original issue discount, if any, on the Notes and, if
applicable, the accrual of market discount or the amortization of
premium on the Notes to the extent that the Co-Administrator has
received from Bear, Xxxxxxx & Co. Inc. sufficient information to
calculate such amounts (Section 3.03);
(L) the obligation to maintain the existence of the Issuer under
Delaware law and preserve its qualification to do business in all
necessary jurisdictions (Section 3.04(a));
(M) the preparation and execution of all supplements, amendments,
financing statements, continuation statements, instruments of
further assurance and other instruments, in accordance with Section
3.05 of the Indenture, necessary to protect the Collateral (Section
3.05);
(N) the delivery of the annual delivery of Opinions of Counsel, in
accordance with Section 3.06 of the Indenture, as to the Trust
Estate, and the annual delivery of the Officers' Certificate and
certain other statements, in accordance with Section 3.09 of the
Indenture, as to compliance with the Indenture (Sections 3.06 and
3.09);
(O) the delivery of notice to the Indenture Trustee and the Rating
Agencies of each Event of Default under the Indenture and each
default by the Seller under the Home Loan Purchase Agreement
(Section 3.13);
(P) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture (Section 4.01);
(Q) the preparation 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 Issuer to the Indenture
Trustee to take any action under the Indenture (Sections 4.01 and
11.01);
(R) the preparation of an Officer's Certificate and the obtaining of
the Opinion of Counsel with respect to any request by the Issuer to
the Indenture Trustee to take any action under the Indenture
(Sections 4.01 and 11.01);
(S) payment of any expenses of the Issuer incurred pursuant to
Section 5.17;
(T) the furnishing of the Indenture Trustee with the names and
addresses of Holders of Notes during any period when the Indenture
Trustee is not the Note Registrar (Section 7.01);
(U) the preparation and filing of all documents and reports by the
Issuer as required under the Exchange Act, the rules and regulations
of the Commission and the TIA (Section 7.03);
(V) the preparation of an Issuer Request and Officers' Certificate
and the obtaining of an Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Collateral, as
defined in the Indenture (Sections 8.05 and 8.06);
(W) the preparation of Issuer Orders and the obtaining of Opinions
of Counsel with respect to the execution of supplemental indentures
and, if necessary, the mailing to the Noteholders of notices with
respect to their consent to such supplemental indentures (Sections
9.01, 9.02 and 9.03);
(X) the preparation of Issuer Orders and the obtaining of Opinions
of Counsel with respect to any proposed amendment of the Trust
Agreement or amendment to or waiver of any provision of any other
document relating to the Trust Agreement (Section 9.07); and
(Y) the notification of the Rating Agencies of a redemption of the
Notes (Section 10.01).
(ii) The Administrator shall perform the duties of the Administrator
specified in Sections 3.03, 3.04, 3.05, 3.08, 10.02, 10.03 and 10.05 of
the Trust Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee.
(iii) The Co-Administrator shall perform the duties of (a) the
Co-Administrator specified in Sections 6.02(b) and 7.08 of the Trust
Agreement and (b) the Issuer specified in Sections 5.06(b)(1) and
5.06(b)(2) of the Sale and Servicing Agreement.
(iv) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Co-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 Issuer and shall be, in
the Administrator's opinion, no less favorable to the Issuer than would
be available from unaffiliated parties.
(b) In addition to the duties of the Co-Administrator set forth above,
the Co-Administrator shall prepare for execution by the Issuer 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
Issuer to prepare, file or deliver pursuant to the Related Agreements, and at
the request of the Owner Trustee shall take all appropriate action that it is
the duty of the Issuer to take pursuant to the Related Agreements. Subject to
Section 5 of this Agreement, and in accordance with the directions of the
Owner Trustee, the Co-Administrator shall administer, perform or supervise the
performance of such other activities in connection with the Collateral
(including the Related Agreements) 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 Administrator.
(c) Notwithstanding anything in this Agreement or the Related Agreements
to the contrary, the Co-Administrator shall be responsible for promptly
notifying the Owner Trustee in the event that any withholding tax is imposed
on the Trust's payments (or allocations of income) to an Owner as contemplated
in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the
amount of any withholding tax required to be withheld by the Owner Trustee
pursuant to such provision.
(d) The Co-Administrator shall satisfy its obligations with respect to
clause (c) above by retaining, at the expense of the Issuer payable by the
Issuer, a firm of independent public accountants (the "Accountants")
acceptable to the Owner Trustee which shall perform the obligations of the
Co-Administrator thereunder. In connection with paragraph (c) above, the
Accountants will provide a letter in form and substance satisfactory to the
Owner Trustee and the Co-Administrator as to whether any tax withholding is
then required and, if required, the procedures to be followed with respect
thereto to comply with the requirements of the Code. The Accountants shall be
required to update the letter in each instance that any additional tax
withholding is subsequently required or any previously required tax
withholding shall no longer be required.
Section 2. Records. The Administrator and the Co-Administrator shall
maintain appropriate books of account and records relating to services
performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer and the Company at any time during normal
business hours.
Section 3. Compensation. The Administrator will perform the duties and
provide the services called for under Section 1 above without any separate
compensation therefor for so long as the Indenture and the Sale and Servicing
Agreement remain in effect, and thereafter for such compensation as shall be
agreed upon between the Administrator and the Owner Trustee. The fees of the
attorneys delivering the Opinion of Counsel, the fees of Accountant's retained
pursuant to Section 1(d) above, and any other amounts of out-of-pocket
expenses reasonably incurred by the Co-Administrator pursuant to the Indenture
shall be paid by the Residual Interest Certificateholder and the Residual
Interest Certificateholder, by its execution hereof, agrees to pay such
reasonable fees and expenses to the Administrator. The Administrator shall
perform any other services as may be agreed between the Administrator and the
Owner Trustee for such compensation as may be agreed between the Administrator
and the Owner Trustee. The Co-Administrator shall be paid its fees and
expenses pursuant to Section 8.02 of the Indenture.
Section 4. Additional Information to be Furnished to the Issuer. The
Administrator and the Co-Administrator shall furnish to the Issuer upon
request such additional information regarding the Collateral as the Issuer
shall reasonably request.
Section 5. Independence of the Administrator and the Co-Administrator.
For all purposes of this Agreement, the each of the Administrator and the
Co-Administrator shall be an independent contractor and shall not be subject
to the supervision of the Issuer or the Owner Trustee with respect to the
manner in which it accomplishes the performance of its obligations hereunder.
Unless expressly authorized by the Issuer, the Administrator and the
Co-Administrator shall have no authority to act for or represent the Issuer or
the Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.
Section 6. No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Administrator or the Co-Administrator and either of the
Issuer or the Owner Trustee, as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii)
shall be construed to impose any liability as such on any of them or (iii)
shall be deemed to confer on any of them any express, implied or apparent
authority to incur any obligation or liability on behalf of the others.
Section 7. Other Activities of Administrator and the Co-Administrator.
Nothing herein shall prevent the Administrator and the Co-Administrator or
their respective Affiliates from engaging in other businesses or, in its sole
discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in
business activities similar to those of the Issuer or the Owner Trustee.
Section 8. Term of Agreement; Resignation and Removal of Administrator
and the Co-Administrator.
(a) This Agreement shall continue in force until the termination of the
Trust Agreement in accordance with its terms, upon which event this Agreement
shall automatically terminate.
(b) Subject to Section 8(e) hereof, the Administrator and the
Co-Administrator may resign their respective duties hereunder by providing the
Issuer with at least 60 days' prior written notice.
(c) Subject to Section 8(e) hereof, the Issuer may remove the
Administrator or the Co-Administrator without cause by providing the
Administrator or the Co-Administrator with at least 60 days' prior written
notice.
(d) Subject to Section 8(e) hereof, the Issuer may remove the
Administrator or the Co-Administrator immediately upon written notice of
termination from the Issuer to the Administrator or the Co-Administrator if
any of the following events shall occur:
(i) the Administrator or the Co-Administrator shall default in the
performance of any of its duties under this Agreement and, after notice
of such default, shall not cure such default within ten days (or, if such
default cannot be cured in such time, shall not give within ten days such
assurance of cure as shall be reasonably satisfactory to the Issuer); or
(ii) a court having jurisdiction in the premises shall (x) enter a
decree or order for relief, which decree or order shall not have been
vacated within 60 days, in respect of the Administrator or the
Co-Administrator in any involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or (y)
appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for the Administrator or the
Co-Administrator or any substantial part of its property, or (z) order
the winding-up or liquidation of the Administrator or the
Co-Administrator's affairs; or
(iii) the Administrator or the Co-Administrator shall commence a
voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall
consent to the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Administrator or the
Co-Administrator or any substantial part of its property, shall consent
to the taking of possession by any such official of any substantial part
of its property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
Each of the Administrator and the Co-Administrator agrees that if any of
the events specified in clauses (ii) or (iii) of this Section shall occur, it
shall give written notice thereof to the Issuer and the Indenture Trustee
within seven days after the occurrence of such event.
(e) No resignation or removal of the Administrator or the
Co-Administrator, pursuant to this Section shall be effective until (i) a
successor Administrator or the Co-Administrator shall have been appointed by
the Issuer and (ii) such successor Administrator or the Co-Administrator has
agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator or the Co-Administrator is bound hereunder.
(f) The appointment of any successor Administrator or the
Co-Administrator shall be effective only after satisfaction of the Rating
Agency Condition with respect to the proposed appointment.
(g) Subject to Section 8(e) and 8(f), the Administrator acknowledge that
upon the appointment of a successor Indenture Trustee pursuant to Section 6.08
of Indenture, the Administrator shall immediately resign and such successor
Indenture Trustee shall automatically become the Administrator under this
Agreement. Any such successor Indenture Trustee shall be required to agree to
assume the duties of the Administrator under the terms and conditions of this
Agreement in its acceptance of appointment as successor Indenture Trustee.
Section 9. Action upon Termination, Resignation or Removal of the
Administrator and the Co-Administrator. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8(a) hereof or the
resignation or removal of the Administrator or the Co-Administrator pursuant
to Section 8(b) or (c) hereof, respectively, the Administrator or the
Co-Administrator shall be entitled to be paid all reimbursable expenses
accruing to it to the date of such termination, resignation or removal. The
Administrator or the Co-Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to the Issuer all property and documents of
or relating to the Collateral then in the custody of the Administrator or the
Co-Administrator. In the event of the resignation or removal of the
Administrator or the Co-Administrator pursuant to Section 8(b), (c) or (d),
the Administrator or the Co-Administrator shall cooperate with the Issuer and
take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator or the Co-Administrator.
Section 10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer, to:
United National Home Loan Owner Trust 1999-1
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
(b) if to the Administrator, to:
U.S. Bank National Association
000 X. Xxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Structured Finance Dept.
(c) if to the Co-Administrator, to:
United National Bank
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxx Xxxxxxxx 00000
Attention: Structured Finance Dept.
(d) if to the Owner Trustee, to:
Wilmington Trust Company Xxxxxx Square
North 0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by certified mail, postage prepaid, or hand
delivered to the address of such party as provided above.
Section 11. Amendments. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the Issuer, the
Administrator and the Co-Administrator, with the prior written consent of the
Owner Trustee without the consent of the Noteholders and the
Certificateholders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or Certificateholders;
provided that such amendment will not materially and adversely affect the
interest of any Noteholder or Certificateholder. An amendment described above
shall be deemed not to adversely affect in any material respects the interests
of any Noteholder or Certificateholder if either (i) an Opinion of Counsel is
obtained to such effect, or (ii) the party requesting the amendment satisfies
the Rating Agency Condition with respect to such amendment. This Agreement may
also be amended by the Issuer, the Administrator and the Co-Administrator with
the prior written consent of the Owner Trustee and the holders of Notes
evidencing at least a majority of the Outstanding Amount of the Notes and the
holders of Certificates evidencing at least a majority of the Certificate
Principal Balance for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of Noteholders or the Certificateholders;
provided, however, that no such amendment may (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments in respect of the Home Loans or distributions that are required to be
made for the benefit of the Noteholders or Certificateholders, respectively
(ii) reduce the aforesaid percentage of the holders of Notes and Certificates
which are required to consent to any such amendment, in either case of clause
(i) or (ii) without the consent of the holders of all the outstanding Notes
and Certificates and the Securities Insurer (if any).
Section 12. Successors and Assigns.
(a) This Agreement may not be assigned by the Administrator or the
Co-Administrator unless such assignment is previously consented to in writing
by the Owner Trustee and the Rating Agency Condition in respect thereof has
been satisfied. An assignment with such consent and satisfaction, if accepted
by the assignee, shall bind the assignee hereunder in the same manner as the
Administrator or the Co-Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator or the
Co-Administrator without the consent of the Owner Trustee to a corporation or
other organization that is a successor (by merger, consolidation or purchase
of assets) to the Administrator or the Co-Administrator, provided that such
successor organization executes and delivers to the Issuer and the Owner
Trustee an agreement in which such corporation or other organization agrees to
be bound hereunder by the terms of said assignment in the same manner as the
Administrator or the Co-Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
Section 13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
Section 15. Counterparts. This Agreement may be executed in counterparts,
each of which when so executed shall together constitute one and the same
agreement.
Section 16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
Section 17. Not Applicable to U.S. Bank National Association in Other
Capacities. Nothing in this Agreement shall affect any obligation U.S. Bank
National Association may have in any other capacity.
Section 18. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by Wilmington Trust Company not in its individual capacity but
solely in its capacity as Owner Trustee of the Issuer and in no event shall
Wilmington Trust Company in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.
Section 19. Benefit of Agreement. It is expressly agreed that in
performing its duties under this Agreement, the Administrator and the
Co-Administrator will act for the benefit of holders of the Securities as well
as for the benefit of the Trust, and that such obligations on the part of the
Administrator and the Co-Administrator shall be enforceable at the instance of
the Indenture Trustee and the Trust.
Section 20. Bankruptcy Matters. No party to this Agreement shall take any
action to cause the Trust to dissolve in whole or in part or file a voluntary
petition or otherwise initiate proceedings to have the Trust adjudicated
bankrupt or insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against the Trust, or file a petition seeking or
consenting to reorganization or relief of the Trust as debtor under any
applicable federal or state law relating to bankruptcy, insolvency, or other
relief for debtors with respect to the Trust; or seek or consent to the
appointment of any trustee, receiver, conservator, assignee, sequestrator,
custodian, liquidator (or other similar official) of the Trust or of all or
any substantial part of the properties and assets of the Trust, or cause the
Trust to make any general assignment for the benefit of creditors of the
Trust, or take any action in furtherance of any of the above actions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
UNITED NATIONAL BANK HOME LOAN OWNER TRUST 1999-1
By: Wilmington Trust Company,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Administrator
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
UNITED NATIONAL BANK,
as Co-Administrator
By: /s/ Xxx X. Xxxxxx
-------------------------------------------------
Name: Xxx X. Xxxxxx
Title: Executive Vice President
WILMINGTON TRUST COMPANY,
as Owner Trustee
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
