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
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.
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