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Administration Agreement

 

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Title:

Administration Agreement

Entities:

Peoples Choice Home Loan Securities Corp

Date:

2006

Size:

28KB total

Price:

$42

ID:

#2397032

 

 

► Securities ► Administration Agreements

 

 

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ADMINISTRATION AGREEMENT

among

PEOPLES FINANCIAL REALTY MORTGAGE SECURITIES TRUST, SERIES [    ],

as Issuing Entity,

[    ],

as Administrator,

[    ],

as Owner Trustee,

and

PEOPLES CHOICE HOME LOAN SECURITIES CORP.,

as Depositor

Dated as of [    ]


This ADMINISTRATION AGREEMENT (the Agreement) is entered into as of [    ], among PEOPLES FINANCIAL REALTY MORTGAGE SECURITIES TRUST, SERIES [    ], a Delaware statutory trust (the Issuing Entity), [    ], as Administrator (the Administrator), [    ], not in its individual capacity but solely as Owner Trustee (the Owner Trustee) and PEOPLES CHOICE HOME LOAN 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).

WITNESSETH:

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 [    ] (the Trust Agreement), among the Depositor, the Owner Trustee and [    ], as securities administrator (in such capacity, the Securities Administrator), certificate registrar and certificate paying agent;

WHEREAS, under an indenture, the Issuing Entity shall issue its Peoples Financial Realty Mortgage Securities Trust, Series [    ] Mortgage-Backed Notes, Series [    ] (the Notes) and, under the Trust Agreement, its Trust Certificates (the Certificates and collectively with the Notes, the Securities);

WHEREAS, the Notes shall be secured by certain collateral, as more particularly set forth in the Indenture, dated as of [    ] (the Indenture), between the Issuing Entity, [    ], as indenture trustee (in such capacity, the Indenture Trustee) and the Securities Administrator;

WHEREAS, the Certificates shall be created pursuant to the Trust Agreement and shall 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 [    ] (the Sale and Servicing Agreement), among the Depositor, the Issuing Entity, the Indenture Trustee, [    ], as master servicer (in such capacity, the Master Servicer) and Securities Administrator, [    ], as servicer, and Peoples Choice Home Loan, Inc., as subservicer, (ii) the Letter of Representations, dated [    ] (the Depository Agreement), among the Issuing Entity, the Securities Administrator and The Depository Trust Company relating to the Notes and (iii) the Indenture (collectively with the Sale and Servicing Agreement, the Depository Agreement and the Trust Agreement, 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 under the Depository Agreement. In addition to its duties to be performed under the Depository Agreement, the Administrator shall take all appropriate action that is the duty of the Issuing Entity 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) the Administrator shall notify the Owner Trustee if the Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trusts payments (or allocations of income) to a Certificateholder;

(ii) the duty to cause the Note Register to be kept, if the Issuing Entity assumes the duties of Note Registrar, and to give the Securities Administrator and the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 4.02);

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

(iv) if requested (and with sufficient instruction from the Depositor), causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuing Entity and causing delivery of the same to the Securities Administrator (Sections 4.02 and 4.08);

(v) causing the preparation of Definitive Notes in accordance with the instructions of any Clearing Agency (including the preparation of any temporary notes), (Section 4.14);

(vi) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02);

 

2


(vii) the preparation of an Issuer Order required to appoint a Paying Agent, the preparation of written notice to the Securities Administrator and the Indenture Trustee and the duty to cause newly appointed Paying Agents, if any, to execute and deliver to the Securities Administrator the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

(viii) notifying the Paying Agent to pay to the Securities Administrator all sums held in trust by the Paying Agent (Section 3.03);

(ix) the notification to the Owner Trustee of the Issuing Entitys non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Administrator of such non-compliance (Sections 3.09 and Section 3.23); and

(x) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Section 9.02);

(b) The Administrator agrees to notify the Depositor not later than thirty (30) days prior to the date on which the Depositor is required to deliver the annual Opinion of Counsel and Officers Certificate on behalf of the Issuing Entity in accordance with Section 2(a)(vi) below.


 

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