This
Administration Agreement (the “Agreement”) is entered into as of April 30, 2007,
among BEAR STEARNS SECOND LIEN TRUST 2007-1, a Delaware statutory trust (the
“Issuing Entity”), LASALLE BANK NATIONAL ASSOCIATION, not in its individual
capacity but solely as Securities Administrator (the “Securities
Administrator”), WILMINGTON TRUST COMPANY, not in its individual capacity but
solely as Owner Trustee (the “Owner Trustee”) and BEAR STEARNS ASSET BACKED
SECURITIES I LLC, as Depositor (the “Depositor”).
Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms
in Appendix A to 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 April 30, 2007 (the “Trust Agreement”), among
the Depositor, the Owner Trustee and the Securities Administrator;
WHEREAS,
the Issuing Entity will issue under an indenture its Bear Stearns Second Lien
Trust 2007-1, Mortgage-Backed Notes, Series 2007-1 (the “Notes”) and, under the
Trust Agreement, its Trust 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 April 30, 2007 (the “Indenture”), among the
Issuing Entity, Citibank, N.A., as indenture trustee (in such capacity, the
“Indenture Trustee”) and the 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 April 30, 2007 (the “Sale and Servicing Agreement”), among the Issuing
Entity, the Depositor, EMC Mortgage Corporation, as sponsor, 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 April 30, 2007 (the “Depository Agreement”),
among the Securities Administrator and The Depository Trust Company relating
to
the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1,
Class I-B-2, Class I-B-3 and Class I-B-4 Notes (collectively, the “Group I
Notes”), Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
Class II-M-5, Class II-M-6 and Class II-B-1 Notes (collectively, the “Group II
Notes”), Class III-A, Class III-M-1, Class III-M-2, Class III-M-3, Class
III-M-4, Class III-M-5, Class III-M-6 and Class III-B-1 Notes (collectively,
the
“Group III Notes”; and collectively with the Group I Notes and Group II Notes,
the “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 Securities 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 Securities 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 Securities Administrator.
(a) The
Securities 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 Securities 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 or 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 4.13);
(iii) the
notification to the Owner Trustee of the Issuing Entity’s non-compliance with
its negative covenants or restricted payment covenants upon actual knowledge
by
the Securities Administrator of such non-compliance (Sections 3.06 and 3.15);
(iv) the
execution of all supplements, amendments, instruments of further assurance
and
other instruments prepared by the Depositor and delivered to the Securities
Administrator for execution to protect the Collateral (Section
3.03).
(b) In
carrying out the foregoing duties or any of its other obligations under this
Agreement, the Securities 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 Securities
Administrator’s opinion, no less favorable to the Issuing Entity than would be
available from unaffiliated parties.
In
carrying out the foregoing duties, the Securities Administrator shall have
the
same rights, indemnifications and immunities as the Indenture Trustee under
the
Indenture, including, without limitation, the right to compensation,
reimbursement and indemnification.
The
Securities 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 Certificateholder 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 Issuing Entity Request (for execution by the Owner Trustee
or
the Securities Administrator) for delivery to the Indenture Trustee regarding
the authentication of the Notes (Section 2.02)
(ii) causing
the preparation of an Issuing Entity Request and Officer’s Certificate (and
executing the same on behalf of the Issuing Entity) and the obtaining of an
Opinion of Counsel and Independent Certificates, if necessary, for the release
of the Collateral, as defined in the Indenture (Section 8.04)
(iii) causing
the preparation of Issuing Entity Requests (and executing the same on behalf
of
the Issuing Entity) and the obtaining of Opinions of Counsel with respect to
the
execution of supplemental indentures;
(iv) causing
the preparation, obtaining or filing of the instruments, opinions and
certificates and other documents required for the release of collateral
(Sections 8.04 and 11.01);
(v) the
delivery of notice to the Indenture Trustee and the Rating Agency of each Event
of Default under the Indenture (Sections 3.16 and 5.01);
(vi) the
annual delivery of Opinions of Counsel, in accordance with Section 3.04 of
the
Indenture, as to the Trust Estate, and the annual delivery and execution of
the
Officer’s Certificate (Section 3.07);
(vii) causing
the preparation and execution 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 Issuing Entity to the Indenture
Trustee or the Securities Administrator to take any action under the Indenture
(Sections 8.02, 9.04 and 11.01);
(viii) the
appointment of a successor Indenture Trustee (Section 6.09); and
(ix) 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
3.01).
(b) In
addition to the duties of the Depositor set forth above, the Depositor shall
prepare for execution by the Issuing Entity or the Owner Trustee 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
Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to
the
Related Agreements, and at the request of the Owner Trustee shall take all
appropriate action that is the duty of the Issuing Entity or Owner Trustee
to
take pursuant to the Related Agreements. The Depositor shall prepare, execute
and deliver all certificates and other documents required to be delivered by
the
Issuing Entity pursuant to the Sarbanes-Oxley Act of 2002 or the rules and
regulations promulgated thereunder. 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
Securities 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 and the Depositor at any time during normal
business hours.
Section
4.Compensation.
The
Securities 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 Securities 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
and
Note Insurer shall reasonably request.
Section
6.Independence
of the Securities Administrator.
For all
purposes of this Agreement, the Securities 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 Securities 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 Securities 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 Securities Administrator and the Depositor.
Nothing
herein shall prevent the Securities 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 Securities 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 Securities
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 Securities Administrator may resign its duties
hereunder by providing the Issuing Entity and 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 remove the Securities Administrator without cause by providing the
Securities 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 Securities Administrator immediately upon written notice of
termination from the Issuing Entity to the Securities Administrator if any
of
the following events shall occur:
(i) the
Securities 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 Securities 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 Securities Administrator or any
substantial part of its property, or (z) order the winding-up or liquidation
of
the Securities Administrator’s affairs; or
(iii) the
Securities 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
Securities 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
Securities 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 Securities Administrator pursuant to this Section
shall be effective until (i) a successor Securities 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 Securities Administrator
shall have agreed in writing to be bound by the terms of this Agreement in
the
same manner as the Securities Administrator is bound hereunder.
If
a
successor Securities Administrator does not take office within 60 days after
the
retiring Securities Administrator resigns or is removed, the resigning or
removed Securities Administrator or the Issuing Entity may petition any court
of
competent jurisdiction for the appointment of a successor Securities
Administrator.
(f) The
appointment of any successor Securities Administrator shall be effective only
if
such successor Securities Administrator will not cause a downgrading of any
class of Notes without giving effect to the Policy by the Rating
Agencies.
(g) Subject
to Sections 9(e) and 9(f), the Securities Administrator acknowledges that upon
the appointment of a successor Master Servicer pursuant to Section 6.06 of
the
Sale and Servicing Agreement, the Securities Administrator shall immediately
resign and such successor Master Servicer shall automatically become the
Securities Administrator under this Agreement. Any such successor Master
Servicer shall be required to agree to assume the duties of the Securities
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 Securities
Administrator.
Promptly upon the effective date of termination of this Agreement pursuant
to
Section 9(a) hereof or the resignation or removal of the Securities
Administrator pursuant to Section 9(b) or (c) hereof, respectively, the
Securities 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 Securities Administrator shall forthwith upon such termination pursuant
to
Section 9(a) deliver to the successor Securities Administrator all property
and
documents of or relating to the Collateral then in the custody of the Securities
Administrator, or if this Agreement has been terminated, to the Depositor.
In
the event of the resignation or removal of the Securities Administrator pursuant
to Section 9(b), (c) or (d), respectively, the Securities 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
Securities 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:
Attention:
Legal Department - Bear Stearns Second Lien Trust 2007-1
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 as specified
in
this Section, provided that any amendment be accompanied by the written consent
of the Indenture Trustee and the Note Insurer and an Opinion of Counsel shall
be
furnished to the Indenture Trustee and the Note Insurer (which Opinion of
Counsel shall not be at the expense of the Indenture Trustee) stating that
such
amendment complies with the provisions of this Section.
(b) If
the
purpose of the amendment is to prevent the imposition of any federal or state
taxes at any time that any Notes are outstanding (i.e. technical in nature),
it
shall not be necessary to obtain the consent of any Noteholder, but the
Indenture Trustee and the Note Insurer shall be furnished with an Opinion of
Counsel (which opinion shall not be at the expense of the Indenture Trustee)
that such amendment is necessary or helpful to prevent the imposition of such
taxes and is not materially adverse to any Noteholder or the Note
Insurer.
(c) If
the
purpose of the amendment is to add or eliminate or change any provision of
this
Agreement, it shall not be necessary to obtain the consent of any Noteholder,
but written consent of the Note Insurer will be required and the Indenture
Trustee and the Note Insurer shall be furnished, other than as contemplated
in
clause (b) above, with either (i) a letter from each of the Rating Agencies
confirming that such amendment will not cause the Rating Agency to qualify,
downgrade or withdraw their then-current rating of the Notes without giving
effect to the Policy or (ii) an Opinion of Counsel, from the party requesting
such amendment, stating that such amendment will not materially and adversely
affect any of the Noteholders or the Note Insurer.
(d) Promptly
after the execution of any such amendment, the Securities Administrator shall
furnish a copy of such amendment to each Holder, the Depositor, the Note Insurer
and to the Rating Agencies.
Section
13.Successors
and Assigns.
This
Agreement may not be assigned by the Securities 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 Securities Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Securities 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 Securities 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 Securities 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 Securities 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 Securities Administrator and in no event shall the Securities
Administrator 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 Securities 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
Securities 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 Securities Administrator shall be
enforceable at the instance of the Indenture Trustee, the Note Insurer and
the
Issuing Entity.
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.
BEAR
STEARNS SECOND LIEN TRUST
2007-1,
By:
Wilmington Trust Company, not in its
individual
capacity but solely as Owner Trustee
By:
/s/
Michele C. Harra
Name:
Michele
C. Harra
Title:
Financial
Services Officer
LASALLE
BANK NATIONALASSOCIATION,
as
Securities Administrator
By:
/s/
Susan L. Feld
Name:
Susan
L. Feld
Title:
Vice
President
WILMINGTON
TRUST COMPANY,as
Owner Trustee
By:
/s/
Michele C. Harra
Name:
Michele
C. Harra
Title:
Financial
Services Officer
BEAR
STEARNS ASSET BACKEDSECURITIES
I LLC,
as
Depositor
By:
/s/
Joseph T. Jurkoski, Jr.
Name:
Joseph
T. Jurkowski, Jr.
Title:
Vice
President
Dates Referenced Herein and Documents Incorporated by Reference
