EXHIBIT 99.3
EXECUTION
ADMINISTRATION AGREEMENT
among
AEGIS ASSET BACKED SECURITIES TRUST 2006-1,
as Issuer
▇▇▇▇▇ FARGO BANK, N.A.,
as Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee
and
AEGIS ASSET BACKED SECURITIES CORPORATION,
as Depositor
Dated as of October 1, 2006
TABLE OF CONTENTS
Section 1. Duties of the Administrator.................................. 2
Section 2. Duties of the Depositor With Respect to the Indenture........ 4
Section 3. Records...................................................... 6
Section 4. Compensation................................................. 6
Section 5. Additional Information to be Furnished to the Issuer......... 6
Section 6. Independence of the Administrator............................ 6
Section 7. No Joint Venture............................................. 7
Section 8. Other Activities of Administrator and the Depositor.......... 7
Section 9. Term of Agreement; Resignation and Removal of Administrator.. 7
Section 10. Action upon Termination, Resignation or Removal of the
Administrator............................................. 8
Section 11. Reporting Requirements of the Commission..................... 9
Section 12. Notices...................................................... 9
Section 13. Amendments................................................... 10
Section 14. Successors and Assigns....................................... 11
Section 15. Governing Law................................................ 11
Section 16. Headings..................................................... 11
Section 17. Counterparts................................................. 11
Section 18. Severability................................................. 11
Section 19. Not Applicable to ▇▇▇▇▇ Fargo Bank, N.A. in Other
Capacities................................................ 11
Section 20. Limitation of Liability of Owner Trustee..................... 11
Section 21. Limitation of Liability of the Administrator................. 12
Section 22. Benefit of Agreement......................................... 12
Section 23. Bankruptcy Matters........................................... 12
This ADMINISTRATION AGREEMENT (the "Agreement") is entered into as of
October 1, 2006, among AEGIS ASSET BACKED SECURITIES TRUST 2006-1, a Delaware
statutory trust (the "Issuer"), ▇▇▇▇▇ FARGO BANK, N.A., a national banking
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 of the Issuer (the "Owner Trustee"), DEUTSCHE BANK
NATIONAL TRUST COMPANY, not in its individual capacity but solely as indenture
trustee (the "Indenture Trustee"), and AEGIS ASSET BACKED SECURITIES
CORPORATION, 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 Transfer and
Servicing Agreement (each as defined herein).
WITNESSETH:
WHEREAS, the Issuer is a statutory trust under the Delaware Statutory Trust
Act (12 Del.C. Section 3801 et seq.) created by a trust agreement relating to
the Trust, dated as of October 1, 2006, among the Depositor, the Owner Trustee
and the Administrator (the "Trust Agreement");
WHEREAS, the Issuer will issue under an indenture its Aegis Asset Backed
Securities Trust 2006-1 Mortgage-Backed Notes (the "Notes") and, under the Trust
Agreement, the Ownership Certificates (the "Ownership 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 October 1, 2006 (the
"Indenture"), among the Issuer, the Administrator and Deutsche Bank National
Trust Company, as indenture trustee (in such capacity, the "Indenture Trustee");
WHEREAS, the Ownership Certificates will be issued 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 transfer and servicing agreement
dated as of October 1, 2006 (the "Transfer and Servicing Agreement"), among the
Issuer, as issuer, the Depositor, as depositor, Aegis Mortgage Corporation,
▇▇▇▇▇ Fargo Bank, N.A., as master servicer (in such capacity, the "Master
Servicer") and as Administrator, Ocwen Loan Servicing, LLC, as servicer (the
"Servicer"), and the Indenture Trustee, as indenture trustee and as custodian
(in such capacity, the "Custodian"), (ii) the Letter of Representations dated
October 30, 2006, between the Issuer and The Depository Trust Company relating
to the Notes (the "Depository Agreement"), (iii) the interest rate cap agreement
dated as of October 30, 2006, between the Issuer and Bear ▇▇▇▇▇▇▇ Financial
Products Inc. (the "Cap Agreement"), (iv) the swap agreement dated as of October
30, 2006, between the Issuer and Bear ▇▇▇▇▇▇▇ Financial Products Inc. (the "Swap
Agreement") and (v) the Indenture (the Transfer and Servicing Agreement, the
Depository Agreement, the Cap Agreement, the Swap 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
undivided beneficial ownership interest in the Issuer represented by the
Ownership Certificates (the registered holder of such interest being referred to
herein as the "Certificateholder");
WHEREAS, the Issuer desires to have the Administrator and the Depositor,
respectively, 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 or the Owner
Trustee may from time to time reasonably 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 Issuer or the Owner Trustee 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 Issuer
under the Depository Agreement. In addition, the Administrator shall take all
appropriate action that are the duties of the Issuer or the Owner Trustee to
take with respect to the following matters under the Trust Agreement, the
Transfer and Servicing Agreement and the Indenture:
(i) 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 2.04 of the Indenture);
(ii) the duty to cause the Certificate Register to be kept if the
Issuer assumes the duties of the Certificate Registrar, and to give the
Owner Trustee notice of any appointment of a new Certificate Registrar and
the location, or change in location of the Certificate Register (Section
3.03 of the Trust Agreement);
(iii) causing the preparation of Definitive Notes in accordance with
the instructions of any 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 of the
Indenture);
(iv) the maintenance of an office for registration of transfer or
exchange of the Notes (Section 3.02 of the Indenture);
(v) the maintenance of an office for registration of transfer or
exchange of the Ownership Certificates (Section 3.08 of the Trust
Agreement);
2
(vi) 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 of the Indenture);
(vii) the preparation of an Issuer Order required to direct the Paying
Agent to pay to the Administrator all sums held in trust by the Paying
Agent (Section 3.03 of the Indenture);
(viii) the calculation of accrual of original issue discount, market
discount, and the amortization of premium on the Notes (Section 3.03(v) of
the Indenture);
(ix) the execution of all supplements, amendments, instruments of
further assurance and other instruments prepared by the Depositor and
delivered to the Administrator for execution necessary to protect the
Collateral (Section 3.05 of the Indenture);
(x) upon written notice or actual knowledge thereof, the notification
to the Indenture Trustee and each Rating Agency of an Event of Default
under the Transfer and Servicing Agreement (Section 3.07(d) of the
Indenture);
(xi) upon written notice or actual knowledge thereof, the delivery of
notice to the Indenture Trustee and each Rating Agency of each Event of
Default under the Indenture and each default by the Administrator, the
Master Servicer, the Servicer or the Depositor, as applicable, under the
Transfer and Servicing Agreement (Section 3.19 of the Indenture);
(xii) 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 of the Indenture);
(xiii) the mailing to the Noteholders of notices with respect to their
consent to any supplemental indentures (Section 9.02 of the Indenture); and
(xiv) any other duties expressly required to be performed by the
Administrator under the Indenture or the Trust Agreement.
(b) The Administrator shall take all appropriate action with respect to the
following matters under the Indenture, the Trust Agreement and this Agreement:
(i) the duties of an authenticating agent for authentication of the
Notes (Sections 2.01, 2.02, 2.05 and 2.10 of the Indenture);
(ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04 and
2.07 of the Indenture);
3
(iii) to provide notices and instructions to the Clearing Agency
(Section 2.11 of the Indenture);
(iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the
Indenture); and
(v) the duties of agent or attorney-in-fact for the purposes of filing
amendments and continuation statements for the Issuer (Section 3.05 of the
Indenture).
(c) The Administrator shall perform, or cause to be performed on behalf of
the Issuer, any duties expressly required to be performed by it under the Trust
Agreement, including its duties as Certificate Paying Agent and Certificate
Registrar.
(d) The Administrator, as Paying Agent, shall perform the duties of the
Indenture Trustee specified in Section 4.1 of the Transfer and Servicing
Agreement required to be performed in connection with the Note Payment Account.
(e) 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 Issuer and shall be, in the Administrator's opinion, no less
favorable to the Issuer than would be available from unaffiliated parties.
In carrying out the foregoing duties and its duties under any other
Operative Document, the Administrator shall be subject to the same standard of
care and have the same rights, indemnifications and immunities as the Indenture
Trustee under the Indenture, including, without limitation, the right to
reimbursement and indemnification. The Administrator shall not be required to
take notice or be deemed to have notice or knowledge of (a) any Event of Default
or Default under the Indenture, (b) any Event of Default under the Transfer and
Servicing Agreement or (c) any Swap Default or any Swap Counterparty Trigger
Event, unless a Responsible Officer of the Administrator assigned to and working
in its corporate trust department obtains actual knowledge of any such event or
default or shall have received written notice thereof. In the absence of such
actual knowledge or written notice, the Administrator is entitled to
conclusively assume that no such event or default has occurred. The
Administrator shall have no responsibility to prepare or file any tax return
with respect to the Issuer, but shall, pursuant to Section 6.06 of the
Indenture, deliver to each Noteholder such information with respect to the Notes
as may be required to enable such holder to prepare its federal and state income
tax returns and shall file such information returns with the Internal Revenue
Service with respect to payments or accruals of interest on the Notes as are
required to be filed under the Code or applicable Treasury Regulations.
The Administrator in its capacity as the Certificate Registrar, and upon a
request received from the Owner Trustee, shall promptly notify the
Certificateholder 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
Certificateholder by the Owner Trustee under the Trust Agreement.
Section 2. Duties of the Depositor With Respect to the Indenture.
4
(a) The Depositor shall take all appropriate action that is the duty of the
Issuer to take with respect to the following matters under the Transfer and
Servicing Agreement and the Indenture (references are to sections of the
Indenture):
(i) The Depositor shall consult with the Owner Trustee regarding the
duties of the Issuer under the Transfer and Servicing Agreement and the
Indenture. The Depositor 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 Transfer and Servicing Agreement and the
Indenture;
(ii) causing 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, 2.04 and 2.05 of the Indenture);
(iii) causing the preparation of an Issuer Order and related documents
for authentication of the Notes, executing such Issuer Order on behalf of
the Issuer and causing delivery of the same to the Indenture Trustee
(Section 2.02 of the Indenture);
(iv) causing the preparation of any financing statements, continuation
statements, instruments of further assurance and other instruments
necessary to protect the Collateral (Section 3.05 of the Indenture);
(v) the monitoring of the Issuer's compliance with its negative
covenants (Section 3.08 of the Indenture);
(vi) the preparation and execution of the annual Officer's Certificate
regarding the Issuer's compliance with the terms of the Indenture (Section
3.09 of the Indenture);
(vii) the delivery of notice to the Indenture Trustee and each Rating
Agency of each Event of Default under the Indenture (Section 3.19 of the
Indenture);
(viii) causing the preparation of an Officer's Certificate (and
executing the same on behalf of the Issuer) and the obtaining of an 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 of
the Indenture);
(ix) the compliance with any directive of the Indenture Trustee with
respect to the sale of the Collateral in a commercially reasonable manner
if an Event of Default shall have occurred and be continuing under the
Indenture (Section 5.04 of the Indenture);
(x) causing the preparation of an Issuer Request and Officer's
Certificate (and executing the same on behalf of the Issuer) and the
obtaining of an Opinion of Counsel, if necessary, for the release of the
Collateral, as defined in the Indenture (Section 8.04);
(xi) causing the preparation of Issuer Orders and Officer's
Certificates (and executing the same on behalf of the Issuer) and the
obtaining of Opinions of Counsel with respect to the execution of
supplemental indentures and, if necessary, the mailing to
5
the Noteholders of notices with respect to their consent to such
supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the
Indenture); and
(xii) obtaining and preserving the Issuer'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.
(b) The Issuer shall indemnify the Owner Trustee and the Administrator and
their respective agents for, and hold them harmless against, any losses,
liability or expense incurred without gross negligence or bad faith on their
part, arising out of or in connection with the acceptance or administration of
the transactions contemplated by the Trust Agreement or this Agreement,
including the reasonable costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of
their powers or duties under the Trust Agreement, the Indenture or this
Agreement.
(c) In addition to the duties of the Depositor set forth above, the
Depositor 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 additional 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 Depositor 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 Depositor.
Section 3. Records. The 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
Depositor at any time during normal business hours.
Section 4. Compensation. The Administrator shall 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 Master Servicer. The fees
of the attorneys delivering any Opinion of Counsel, and any other amounts of
out-of-pocket expenses reasonably incurred by the Administrator pursuant to this
Agreement shall be paid or reimbursed by the Trust.
Section 5. Additional Information to be Furnished to the Issuer. The
Depositor shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer 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 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
6
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 7. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator or the Depositor, respectively, 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 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 Issuer 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 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 Issuer with at least 60 days' prior written notice.
(c) Subject to Section 9(e) hereof, the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days' prior
written notice.
(d) Subject to Section 9(e) hereof, the Issuer may remove the Administrator
immediately upon written notice of termination from the Issuer 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 or the Transfer and Servicing 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) the Administrator shall fail to comply with Section 11 of this
Agreement; or
(iii) 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
7
(iv) 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 Issuer 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
shall be effective until (i) a successor Administrator shall have been appointed
by the Issuer in accordance with the Trust Agreement 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 Issuer may petition any court of competent jurisdiction for
the appointment of a successor Administrator.
(f) The appointment of any successor Administrator shall be effective only
after receipt of a letter from each Rating Agency to the effect that such
proposed appointment will not cause a reduction or withdrawal of the then
current ratings of the Notes.
(g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that
upon the appointment of a successor Master Servicer pursuant to Section 7.1(f)
of the Transfer 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
or the resignation or removal of the Administrator pursuant to Section 9 hereof,
the Administrator shall be entitled to be paid all fees and reimbursable
expenses, including any reasonable out-of-pocket attorneys' fees, accruing to it
to the date of such termination, resignation or removal. The Administrator shall
forthwith upon such termination pursuant to Section 9 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, the 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.
8
Section 11. Reporting Requirements of the Commission.
The Administrator shall provide the required assessments, attestations and
reports and otherwise comply with Sections 3A.10 and 3A.13 of the Transfer and
Servicing Agreement.
Section 12. 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 Issuer, to:
Aegis Asset Backed Securities Trust 2006-1
c/o Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to the Administrator, to:
▇▇▇▇▇ Fargo Bank, N.A.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Client Manager - Aegis Asset Backed Securities Trust 2006-1
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(c) if to the Owner Trustee, to:
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(d) if to the Depositor, to:
Aegis Asset Backed Securities Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
(e) if to the Indenture Trustee, to:
the Corporate Trust Office of the Indenture Trustee
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
9
certified mail, postage prepaid, hand delivered or faxed to the address of such
party as provided above.
Section 13. Amendments. (a) This Agreement may be amended from time to time
by the parties hereto, without notice to or the consent of any of the Holders,
(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 Trust 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 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 Holder if the
Administrator receives (i) written confirmation from the Rating Agencies that
such amendment will not cause the Rating Agencies to withdraw, qualify or reduce
the then current rating assigned to the Notes or (ii) an Opinion of Counsel to
such effect.
(b) This Agreement may also be amended from time to time by the parties
hereto with the consent of the Holders of not less than 66-2/3% of the Class
Principal Amount (or Class Notional Amount) of each Class of Notes and the
consent of the Holder of the Ownership Certificates 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 Holders;
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 on the Collateral or distributions that shall be required to be made
for the benefit of the Noteholders or the Certificateholder or (ii) reduce the
aforesaid percentage of the Class Principal Amount (or Class Notional Amount) of
the Notes of any Class required to consent to any such amendment, in the case of
clause (i) without the consent of the holders of all the outstanding Notes and
the Ownership Certificates, and in the case of clause (ii) without the consent
of the holders of all the outstanding Notes. For purposes of this paragraph,
references to "Holder" or "Holders" shall be deemed to include, in the case of
Book-Entry Notes, the related Note Owners.
(c) Promptly after the execution of any such amendment, the Administrator
shall furnish a copy of such amendment to each Holder, the Depositor and to each
Rating Agency.
(d) It shall not be necessary for the consent of Holders under this Section
13 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.
10
(e) The Owner Trustee and the Administrator may, but shall not be obligated
to, enter into any amendment which affects the Owner Trustee's or the
Administrator's rights, duties or immunities under this Agreement or otherwise.
Section 14. 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 and the Depositor, 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 is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Owner Trustee 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 Issuer, the Owner Trustee 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 15. 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 LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 16. 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 17. Counterparts. This Agreement may be executed in counterparts,
each of which when so executed shall together constitute one and the
same agreement.
Section 18. 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 19. Not Applicable to ▇▇▇▇▇ Fargo Bank, N.A. in Other Capacities.
Nothing in this Agreement shall affect any obligation ▇▇▇▇▇ Fargo Bank, N.A. may
have in any other capacity.
Section 20. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this Agreement has been executed 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
11
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 21. Limitation of Liability of the Administrator. Notwithstanding
anything herein to the contrary, this Agreement has been signed by ▇▇▇▇▇ Fargo
Bank, N.A. not in its individual capacity but solely in its capacity as
Administrator and in no event shall the Administrator in its individual capacity
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.
Section 22. 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 as well as for the benefit of the Issuer, and that
such obligations on the part of the Administrator shall be enforceable at the
instance of the Indenture Trustee and the Issuer.
Section 23. Bankruptcy Matters. No party to this Agreement shall take any
action to cause the Depositor or the Issuer to dissolve in whole or in part or
file a voluntary petition or otherwise initiate proceedings to have the
Depositor or the Issuer adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against the Depositor or the
Issuer, or file a petition seeking or consenting to reorganization or relief of
the Depositor or the Issuer 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 Issuer; 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 Issuer or of all or any
substantial part of the properties and assets of the Depositor or the Issuer, or
cause the Issuer to make any general assignment for the benefit of creditors of
the Depositor or the Issuer, or take any action in furtherance of any of the
above actions.
12
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
AEGIS ASSET BACKED SECURITIES TRUST 2006-1
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Financial Services Officer
▇▇▇▇▇ FARGO BANK, N.A.,
not in its individual capacity but solely
as Administrator
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Financial Services Officer
AEGIS ASSET BACKED SECURITIES CORPORATION,
as Depositor
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: President
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President