ADMINISTRATION AGREEMENT among ACE HOME EQUITY LOAN TRUST, SERIES 2006-GP1, as Issuing Entity LASALLE BANK NATIONAL ASSOCIATION, as Administrator WILMINGTON TRUST COMPANY, as Owner Trustee and ACE SECURITIES CORP., as Depositor Dated as of May 31, 2006
among
ACE
HOME
EQUITY LOAN TRUST, SERIES 2006-GP1,
as
Issuing Entity
LASALLE
BANK NATIONAL ASSOCIATION,
as
Administrator
WILMINGTON
TRUST COMPANY,
as
Owner
Trustee
and
ACE
SECURITIES CORP.,
as
Depositor
Dated
as
of May 31, 2006
This
Administration Agreement (the “Agreement”) is entered into as of May 31, 2006,
among ACE HOME EQUITY LOAN TRUST, SERIES 2006-GP1, a Delaware statutory trust
(the “Issuing Entity”), LASALLE BANK NATIONAL ASSOCIATION, not in its individual
capacity but solely as Administrator (the “Administrator”), WILMINGTON TRUST
COMPANY, not in its individual capacity but solely as Owner Trustee (the “Owner
Trustee”) and ACE SECURITIES CORP., as Depositor (the “Depositor”).
Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms
in 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 May 31, 2006 (the “Trust Agreement”), among
the Depositor, the Owner Trustee and the LaSalle Bank National Association,
in
its capacity as securities administrator (in such capacity, the “Securities
Administrator”);
WHEREAS,
the Issuing Entity will issue under an indenture its ACE Securities Corp. Home
Equity Loan Trust, Series 2006-GP1 Asset Backed Notes (the “Notes”) and, under
the Trust Agreement, its Class G, Class CE and Class R 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 May 31, 2006 (the “Indenture”), among the Issuing
Entity, Deutsche Bank National Trust Company, as indenture trustee (in such
capacity, the “Indenture Trustee”) and LaSalle Bank National Association, as
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 May 31, 2006 (the “Sale and Servicing Agreement”), among the Issuing
Entity, the Depositor, DB Structured Products, Inc., as seller and sponsor,
GreenPoint Mortgage Funding, Inc. as servicer and originator, 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 May 31, 2006 (the “Depository Agreement”),
among the Issuing Entity, the Securities Administrator and The Depository Trust
Company relating to the Class A 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 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 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 Administrator.
(a) The
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 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 and
authentication by 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 4.14);
(iii) the
notification to the Owner Trustee, the Note Insurer and each Rating Agency
of
the Issuing Entity’s Event of Default upon actual knowledge of a Responsible
Officer of the Securities Administrator of such Event of Default (Sections
3.19
and 5.01);
(iv) the
preparation and filing, after delivery to the Indenture Trustee for execution,
of all UCC continuation statements necessary to protect the Collateral (Section
3.04);
(v) upon
the
request of the Indenture Trustee, executing and delivering such further
instruments and doing such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of the Indenture (Section
3.20);
(vi) delivering
to each Rating Agency and the Note Insurer a notice of satisfaction and
discharge of the Indenture (Section 4.10);
(vii) furnishing
the Indenture Trustee, Securities Administrator or Note Insurer with the names
and addresses of Holders of Notes during any period when the Securities
Administrator is not the Note Registrar (Section 7.01);
(viii) notifying
the Owner Trustee if a Responsible Officer of the Securities Administrator
obtains actual knowledge or written notice that action by the Owner Trustee
is
necessary to comply with the Issuing Entity’s duties under the
Indenture;
(ix) causing
the preparation of an Issuer Request and related documents for authentication
of
the Notes, executing such Issuer Request on behalf of the Issuing Entity and
causing delivery of the same to the Indenture Trustee (Sections 2.02, 4.02
and
4.03) other than with respect to the initial issuance of the Notes;
(x) notifying
the Owner Trustee and the Note Insurer of the Issuing Entity’s noncompliance
with its negative covenants upon actual knowledge by a Responsible Officer
of
the Securities Administrator of such noncompliance (Section 3.07);
(xi) making
available the information specified in, and meeting the requirements of, Rule
144A(d)(4) under the Securities Act that is in the Administrator’s possession or
reasonably obtainable by it from the Servicer (Section 7.03);
(xii) mailing
to the Noteholders and the Note Insurer the notices with respect to their
consent to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
and
(xiii) permitting
the inspection of the records required to be maintained pursuant to the Basic
Documents by the Securities Administrator (Section 10.16).
(b) In
carrying out the foregoing duties or any of its other obligations under this
Agreement, the 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 Administrator’s
opinion, no less favorable to the Issuing Entity than would be available from
unaffiliated parties.
In
carrying out the foregoing duties, the Administrator shall have the same rights,
indemnifications and immunities as the Indenture Trustee and Securities
Administrator under the Basic Documents, including, without limitation, the
right to compensation, reimbursement and indemnification.
The
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
Certificateholders 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 Issuer Request (for execution by the Owner Trustee or the
Securities Administrator) for delivery to the Indenture Trustee regarding the
authentication of the Notes upon the initial issuance thereof (Section
2.02);
(ii) causing
the preparation, obtaining or filing of the instruments, opinions and
certificates and other documents required for the release of collateral (Section
8.04);
(iii) the
delivery of notice to the Indenture Trustee, the Note Insurer and the Rating
Agency of each Event of Default under the Indenture upon actual knowledge of
a
responsible officer of the Depositor of such Event of Default (Section
3.19);
(iv) causing
the preparation and filing of the initial UCC-1 financing statements to protect
the Collateral and the Indenture Trustee’s security interest
therein;
(v) causing
the preparation and execution of an Officer’s Certificate and the obtaining of
the Opinion of Counsel 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 (Section 4.10);
(vi) 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 3.02);
and
(vii) the
preparation and filing, after delivery to the Indenture Trustee for execution,
of all supplements, amendments, instruments of further assurance and other
instruments (other than UCC continuation statements) to protect the Collateral
(Section 3.04).
(b) 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
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, the Note Insurer and the Depositor at any time during
normal business hours.
Section
4. Compensation.
The
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
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
or
the Note Insurer shall reasonably request.
Section
6. Independence
of the Administrator.
For all
purposes of this Agreement, the 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 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 Administrator or the
Depositor, respectively, and either of the Issuing Entity 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
8. Other
Activities of Administrator and the Depositor.
Nothing
herein shall prevent the Administrator, the Depositor 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 Issuing Entity or the Owner Trustee.
Section
9. Term
of Agreement; Resignation and Removal of Administrator.
(a) This
Agreement shall continue in force until the termination of the Trust Agreement
and the Indenture in accordance with its terms, upon which event this Agreement
shall automatically terminate.
(b) Subject
to Section 9(e) hereof, the Administrator may resign its duties hereunder by
providing the Issuing Entity and the Note Insurer with at least 60 days’ prior
written notice.
(c) Subject
to Section 9(e) hereof, the Issuing Entity with the consent of the Note Insurer
may and, at the direction of the Note Insurer, shall remove the Administrator
from acting on behalf of the Issuing Entity under this Agreement or otherwise
without cause by providing the Administrator with at least 60 days’ prior
written notice.
(d) Subject
to Section 9(e) hereof, the Issuing Entity with the consent of the Note Insurer
may remove the Administrator immediately upon written notice of termination
from
the Issuing Entity to the Administrator if any of the following events shall
occur:
(i) the
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 Issuing Entity); 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 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 any substantial part of its property,
or (z) order the winding-up or liquidation of the Administrator’s affairs;
or
(iii) the
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 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.
The
Administrator agrees that if any of the events specified in clauses (ii) or
(iii) of this Section 9(d) shall occur, it shall give written notice thereof
to
the Issuing Entity, the Note Insurer, the Depositor and the Indenture Trustee
within seven days after the occurrence of such event.
(e) No
resignation or removal of the Administrator pursuant to this Section 9 shall
be
effective until (i) a successor Administrator shall have been appointed by
the
Issuing Entity (or the Depositor on its behalf) with the consent of the Note
Insurer and (ii) such successor Administrator shall have agreed in writing
to be
bound by the terms of this Agreement in the same manner as the Administrator
is
bound hereunder.
If
a successor Administrator does not take office within 60 days after the retiring
Administrator resigns or is removed, the resigning or removed Administrator
or
the Issuing Entity may and, at the direction of the Note Insurer, shall petition
any court of competent jurisdiction for the appointment of a successor
Administrator.
(f) The
appointment of any successor Administrator shall be effective only if consented
to in writing by the Note Insurer such successor Administrator will not cause
a
downgrading of the Notes without giving effect to the Policy by the Rating
Agencies.
(g) Subject
to Sections 9(e) and 9(f), the Administrator acknowledges that upon the
appointment of a successor Master Servicer pursuant to Section 8.02 of the
Sale
and Servicing Agreement, the Administrator shall immediately resign and such
successor Master Servicer shall automatically become the Administrator under
this Agreement. Any such successor Master Servicer 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 Master
Servicer.
Section
10. Action
upon Termination, Resignation or Removal of the Administrator.
Promptly upon the effective date of termination of this Agreement pursuant
to
Section 9(a) hereof or the resignation or removal of the Administrator pursuant
to Section 9(b) or (c) hereof, respectively, the Administrator shall be entitled
to be paid all fees and reimbursable expenses accruing to it to the date of
such
termination, resignation or removal. The Administrator shall forthwith upon
such
termination pursuant to Section 9(a) deliver to the successor Administrator
all
property and documents of or relating to the Collateral then in the custody
of
the Administrator, or if this Agreement has been terminated, to the Depositor.
In the event of the resignation or removal of the Administrator pursuant to
Section 9(b), (c) or (d), respectively, the Administrator shall cooperate with
the Issuing Entity and take all reasonable steps requested to assist the Issuing
Entity in making an orderly transfer of the duties of the
Administrator.
Section
11. Notices.
Any
notice, report or other communication given hereunder shall be in writing,
delivered by mail, overnight courier or facsimile and addressed as
follows:
(a) if
to the
Issuing Entity, to:
ACE
Home
Equity Loan Trust, Series 2006-GP1
c/o
Wilmington Trust Company
Xxxxxx
Square North
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
Attention:
Corporate Trust Administration
fax:
(000) 000-0000
(b) if
to the
Administrator, to:
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention:
Global Securities and Trust Services Group - ACE Home Equity Loan Trust, Series
2006-GP1
fax:
(000) 000-0000
(c) if
to the
Owner Trustee, to:
c/o
Wilmington Trust Company
Xxxxxx
Square North
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
fax:
(000) 000-0000
(d) if
to the
Depositor, to:
ACE
Securities Corp.
0000
Xxxxxxxx Xxxx.
Xxxxx
000
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
Attention:
Xxxxxxx Xxxxxxx
(e) if
to the
Note Insurer, to:
Financial
Security Assurance Inc.
00
Xxxx
00xx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Managing Director—Transaction Oversight (ACE Securities Corp. Home Equity Loan
Trust, Series 2006-GP1)
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, hand delivered or
faxed to the address of such party as provided above.
Section
12. Amendments.
(a) This
Agreement may be amended from time to time by the parties hereto, and may be
amended without notice to or the consent of any of the Holders of the Notes
or
the Certificates, but with the consent of the Note Insurer (unless a Note
Insurer Default has occurred and is continuing), (i) to cure any ambiguity,
(ii)
to cause the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Securities, the Issuing
Entity or this Agreement in any Offering Document, or to correct or supplement
any provision herein which may be inconsistent with any other provisions herein,
(iii) to make any other provisions with respect to matters or questions arising
under this Agreement or (iv) to add, delete, or amend any provisions to the
extent necessary or desirable to comply with any requirements imposed by the
Code. No such amendment effected pursuant to clause (iii) of the preceding
sentence shall, as evidenced by an Opinion of Counsel (which shall be an expense
of the party requesting such amendment), adversely affect the tax status of
the
REMICs created by the Trust Agreement, nor shall such amendment adversely affect
in any material respect the interests of any Holder. Prior to entering into
any
amendment without the consent of Holders pursuant to this paragraph, the
Administrator may require an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that such amendment is permitted under
this paragraph. Any such amendment shall be deemed not to adversely affect
in
any material respect any Securityholder and the opinion to such effect will
not
be required to be given, if the Administrator receives written confirmation
from
each Rating Agency that such amendment will not cause such Rating Agency to
reduce the then current rating assigned to the Notes.
(b) Promptly
after the execution of any such amendment, the Administrator shall furnish
a
copy of such amendment to the Depositor, the Note Insurer and to each Rating
Agency.
(c) It
shall
not be necessary for the consent of Holders under this Section 12 to approve
the
particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by Holders
shall be subject to such reasonable regulations as the Administrator may
prescribe.
(d) The
Owner
Trustee may, but shall not be obligated to, enter into any amendment which
affects the Owner Trustee’s own rights, duties or immunities under this
Agreement or otherwise.
Section
13. Successors
and Assigns.
This
Agreement may not be assigned by the Administrator unless such assignment is
previously consented to in writing by the Owner Trustee, the Note Insurer and
the Depositor. An assignment with such consent and satisfaction, if accepted
by
the assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Owner Trustee,
the Note Insurer or the Depositor to a corporation or other organization that
is
a successor (by merger, consolidation or purchase of assets) to the
Administrator, provided that such successor organization executes and delivers
to the Issuing Entity, the Owner Trustee, the Note Insurer and the Depositor
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 is bound hereunder. Subject to the foregoing, this Agreement
shall
bind any successors or assigns of the parties hereto.
Section
14. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND, CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS
(OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAWS,
WHICH SHALL APPLY HERETO), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
15. 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
16. Counterparts.
This
Agreement may be executed in counterparts, each of which when so executed shall
together constitute one and the same agreement.
Section
17. 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
18. Not
Applicable to LaSalle Bank National Association in Other
Capacities.
Nothing
in this Agreement shall affect any obligation LaSalle Bank National Association
may have in any other capacity.
Section
19. 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 Issuing Entity and in no
event shall Wilmington Trust Company in its individual capacity or any
beneficial owner of the Issuing Entity have any liability for the
representations, warranties, covenants, agreements or other obligations of
the
Issuing Entity hereunder, as to all of which recourse shall be had solely to
the
assets of the Issuing Entity. For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuing Entity 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
20. Limitation
of Liability of the Administrator; Indemnification.
Notwithstanding anything herein to the contrary, this Agreement has been signed
by LaSalle Bank National Association not in its individual capacity but solely
in its capacity as Administrator and in no event shall LaSalle Bank National
Association in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of
the
Issuing Entity hereunder, as to all of which recourse shall be had solely to
the
assets of the Issuing Entity. The Administrator shall not have any duties or
obligations other than those expressly set forth in this Agreement, and no
implied duties on its part shall be read into this Agreement.
Section
21. Benefit
of Agreement.
It is
expressly agreed that in performing its duties under this Agreement, the
Administrator will act for the benefit of holders of the Securities and the
Note
Insurer as well as for the benefit of the Issuing Entity, and that such
obligations on the part of the Administrator shall be enforceable at the
instance of the Indenture Trustee, the Note Insurer and the Issuing Entity.
The
Note Insurer is a third-party beneficiary of this Agreement.
Section
22. Bankruptcy
Matters.
No
party to this Agreement shall take any action to cause the Depositor or the
Issuing Entity to dissolve in whole or in part or file a voluntary petition
or
otherwise initiate proceedings to have the Depositor or the Issuing Entity
adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Depositor or the Issuing Entity, or file
a
petition seeking or consenting to reorganization or relief of the Depositor
or
the Issuing Entity as debtor under any applicable federal or state law relating
to bankruptcy, insolvency, or other relief for debtors with respect to the
Depositor or the Issuing Entity; or seek or consent to the appointment of any
trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator
(or other similar official) of the Depositor or the Issuing Entity or of all
or
any substantial part of the properties and assets of the Depositor or the
Issuing Entity, or cause the Issuing Entity to make any general assignment
for
the benefit of creditors of the Depositor or the Issuing Entity, 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.
ACE
HOME EQUITY LOAN TRUST, SERIES 2006-GP1,
|
|||||||||||||
By:
Wilmington Trust Company, not in its
individual
capacity but solely as Owner Trustee
|
|||||||||||||
By:
|
/s/
Xxxxxxxx X. Xxxxx
|
||||||||||||
Name:
|
Xxxxxxxx
X. Xxxxx
|
||||||||||||
Title:
|
Vice
President
|
||||||||||||
LASALLE
BANK NATIONAL
ASSOCIATION,
as
Administrator
|
|||||||||||||
By:
|
/s/
Xxxxx X. Xxxx
|
||||||||||||
Name:
|
Xxxxx
X. Xxxx
|
||||||||||||
Title:
|
Assistant
Vice President
|
||||||||||||
WILMINGTON
TRUST COMPANY,
as
Owner Trustee
|
|||||||||||||
By:
|
/s/
Xxxxxxxx X. Xxxxx
|
||||||||||||
Name:
|
Xxxxxxxx
X. Xxxxx
|
||||||||||||
Title:
|
Vice
President
|
||||||||||||
ACE
SECURITIES CORP.,
as
Depositor
|
|||||||||||||
By:
|
/s/
Xxxxxx Xxxxxxxxxx
|
||||||||||||
Name:
|
Xxxxxx
Xxxxxxxxxx
|
||||||||||||
Title:
|
Vice
President
|
||||||||||||
By:
|
/s/
Xxxxxxxx X. Xxxxxx
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Name:
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Xxxxxxxx
X. Xxxxxx
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Title:
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Vice
President
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