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 | 2000 |
364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (286K)
Doc #1293331: Click preview link for longer preview.
<TEXT>
364-DAY REVOLVING CREDIT AGREEMENT
among
COMCAST CABLE COMMUNICATIONS, INC.
and
The Financial Institutions Party Hereto
BANC OF AMERICA SECURITIES LLC
and
CHASE SECURITIES INC.,
as
Joint Lead Arrangers . . .
1293331
|
 U.S. Bank, NA
As referenced in this 364-Day Revolving Credit Agreement:
U.S. Bank National Association – Suisse First Boston $12,500,000.00 0.5555555556%
Summit Bank $12,500,000.00 0.5555555556%
The Tokai Bank, Limited, New York Branch $12,500,000.00 0.5555555556%
U.S. Bank National Association $12,500,000.00 0.5555555556%
First Tennessee Bank National Association $7,500,000.00 0.3333333333%
Total $2,250,000,000.00 100.00%
Schedule 2.01 to
_____________
dt 1342889
;
Citibank
As referenced in this 364-Day Revolving Credit Agreement:
CITIBANK, N.A. – and Joint Book Managers
BNY CAPITAL MARKETS, INC.
and
SALOMON SMITH BARNEY INC.,
as Co-Arrangers
BANK OF AMERICA, N.A.,
as Administrative Agent
CHASE SECURITIES INC.,
as Syndication Agent
CITIBANK, N.A.
and
THE BANK OF NEW YORK,
as Co-Documentation Agents
Dated as of August 24, 2000
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Section
_____________
Citibank, N.A. – the name of such Lender on Schedule 2.01, as such share may
be adjusted as contemplated herein.
"Reference Banks" means Bank of America, N.A., The Chase Manhattan Bank
, Citibank, N.A. and The Bank of New York.
"Register" has the meaning set forth in Section 2.01(c).
"Request for Extension of Credit" means, unless otherwise specified
herein, a written
_____________
Citibank, N.A. – America, N.A. $190,125,000.00 8.4500000000%
The Chase Manhattan Bank $190,125,000.00 8.4500000000%
The Bank of New York $190,125,000.00 8.4500000000%
Citibank, N.A. $190,125,000.00 8.4500000000%
Barclays Bank PLC $126,750,000.00 5.6333333333%
First Union National Bank $126,750,000.00 5.6333333333%
The Industrial Bank of
_____________
dt 1479584
;
|
McGraw-Hill Companies
As referenced in this 364-Day Revolving Credit Agreement:
McGraw-Hill Companies, Inc – behalf of
Borrower.
"Restricted Subsidiary" means each Subsidiary of Borrower that is not
an Unrestricted Subsidiary.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc ., or its successor, or if it is dissolved or
liquidated or no longer performs the functions of a securities rating agency,
such other nationally recognized securities rating agency agreed
_____________
dt 1517403
;
BofA Securities
As referenced in this 364-Day Revolving Credit Agreement:
BANC OF AMERICA SECURITIES LLC – 10.5
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>
364-DAY REVOLVING CREDIT AGREEMENT
among
COMCAST CABLE COMMUNICATIONS, INC.
and
The Financial Institutions Party Hereto
BANC OF AMERICA SECURITIES LLC
and
CHASE SECURITIES INC.,
as
Joint Lead Arrangers and Joint Book Managers
BNY CAPITAL MARKETS, INC.
and
SALOMON SMITH BARNEY INC.,
as Co-Arrangers
BANK OF AMERICA, N.A.,
_____________
Banc of America Securities LLC – judicial precedents or authorities, including, if consistent
therewith, the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof.
"Lead Arranger" means each of Banc of America Securities LLC and Chase
Securities Inc., in its capacity as a joint lead arranger and joint book
manager.
"Lender" means each lender from time to time party hereto and, subject
to
_____________
dt 1356665
;
More... |
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| 2002 |
Accession Agreement [Form]
Accession Agreement [Form] (9K)
Doc #212875: Click preview link for longer preview.
FORM OF ACCESSION AGREEMENT
This Accession Agreement dated as of February 15, 2002 (this
"Agreement) is executed and delivered in connection with the Credit Agreement
dated as of November 6, 1998, among Valhi, Inc., a Delaware corporation, the
financial institutions parties thereto, as Banks, U.S. Bank National
Association, as the Administrative Agent, the Issuing Bank, and the Arranger (as
modified from time to time, the "Credit Agreement," the capitalized terms of
which are used herein unless otherwise defined herein).
Whereas, as contemplated by Section 2.18 of the Credit Agreement, the
Borrower has requested that the aggregate Commitments be increased to
$72,500,000; and
Whereas, Texas Capital Bank has agreed to increase its existing
Commitment under the Credit Agreement from $5,000,000 to $7,500,000;
Now therefore the parties hereto agree as follows:
1. Texas Capital Bank's Commitment shall, on and as of the Effective
Date (as herein defined) be $7,500,000.
2. Texas Capital Bank hereby (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Section 4.01(e) thereof and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement or
any other Credit Document; (iii) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under the Credit
Agreement and any other Credit Document as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(iv) agrees that it will perform all of the obligations which by the terms of
the Credit Agreement or any other Credit Document are required to be performed
by it as a Bank; (v) specifies as its Applicable Lending Offices the offices set
forth in Annex A of this Agreement.
3. The address for notices to Texas Capital Bank under the Credit
Agreement is set forth on Annex A to this Agreement.
4. On the Effective Date, notwithstanding anything to the contrary in
the Credit Agreement, the Texas Capital Bank shall be a "Bank" for all purposes
under the Credit Agreement.
212875
|
U.S. Bank, NA
As referenced in this Accession Agreement [Form]:
U.S. Bank National
Association, – with the Credit Agreement
dated as of November 6, 1998, among Valhi, Inc., a Delaware corporation, the
financial institutions parties thereto, as Banks, U.S. Bank National
Association, as the Administrative Agent, the Issuing Bank, and the Arranger (as
modified from time to time, the "Credit Agreement," the capitalized terms
_____________
U.S. BANK NATIONAL ASSOCIATION, – first mentioned above.
BORROWER:
VALHI, INC.
By: /s/ Bobby D. O'Brien
Name: Bobby D. O'Brien
Title: Vice President and Treasurer
AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By: /s/ Janice T. Thede
Name: Janice T. Thede
Title: Vice President
TEXAS CAPITAL BANK:
By: /s/ W. Reed Alton
_____________
U.S. Bank National
Association, – further amended or modified
from time to time, the "Credit Agreement") among the Borrower, the Bank, the
other financial institutions parties thereto, and U.S. Bank National
Association, as the Administrative Agent (the "Agent"), the Issuing Bank, and
the Arranger. Capitalized terms used in this Note that are defined in
_____________
dt 188068
;
Valhi
As referenced in this Accession Agreement [Form]:
valhi, – and delivered in connection with the Credit Agreement
dated as of November 6, 1998, among Valhi, Inc., a Delaware corporation, the
financial institutions parties thereto, as Banks, U.S. Bank
valhi, – WHEREOF this Agreement is executed and delivered as of the
date first mentioned above.
BORROWER:
VALHI, INC.
By: /s/ Bobby D. O'Brien
Name: Bobby D. O'Brien
Title: Vice
valhi, – Telecopy:
{PAGE}
PROMISSORY NOTE
$7,500,000 February 15, 2002
For value received, the undersigned, Valhi, Inc., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
valhi, – governed by and construed in accordance with the
laws of the State of New York.
VALHI, INC.
By: /s/ Bobby D. O'Brien
Name: Bobby D. O'Brien
Title: Vice
dt 13048
;
| |
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| 2002 |
Accession Agreement [Form]
Accession Agreement [Form] (6K)
Doc #212899: Click preview link for longer preview.
FORM ACCESSION AGREEMENT
This Accession Agreement dated as of January 15, 2002 (this "Agreement)
is executed and delivered in connection with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank National Association, as the
Administrative Agent, the Issuing Bank, and the Arranger (as modified from time
to time, the "Credit Agreement," the capitalized terms of which are used herein
unless otherwise defined herein).
Whereas, as contemplated by Section 2.18 of the Credit Agreement, the
Borrower has requested that the aggregate Commitments be increased to
$70,000,000; and
Whereas, PNB Financial Bank has agreed to become a Bank under the
Credit Agreement with a Commitment on $15,000,000;
Now therefore the parties hereto agree as follows:
1. PNB Financial Bank shall, on and as of the Effective Date (as herein
defined) become a Bank under the Credit Agreement with a Commitment of
$15,000,000.
212899
|
U.S. Bank, NA
As referenced in this Accession Agreement [Form]:
U.S. Bank National Association, – with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank National Association, as the
Administrative Agent, the Issuing Bank, and the Arranger (as modified from time
to time, the "Credit Agreement," the capitalized terms
_____________
U.S. BANK NATIONAL ASSOCIATION
– this Agreement is executed and delivered as of the
date first mentioned above.
BORROWER:
VALHI, INC.
By:_____________________________
Name:___________________________
Title:__________________________
AGENT:
U.S. BANK NATIONAL ASSOCIATION
As Agent
By:_____________________________
Name:___________________________
Title:__________________________
PNB FINANCIAL BANK:
By:_____________________________
Name: Ronald C. Berg
Title: Senior Vice President
ANNEX
_____________
dt 188073
;
|
Valhi
As referenced in this Accession Agreement [Form]:
valhi, – and delivered in connection with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank
valhi, – WHEREOF this Agreement is executed and delivered as of the
date first mentioned above.
BORROWER:
VALHI, INC.
By:_____________________________
Name:___________________________
Title:__________________________
AGENT:
U.S. BANK NATIONAL ASSOCIATION
As
dt 13068
|
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| 2001 |
Accession Agreement [Form]
Accession Agreement [Form] (8K)
Doc #212906: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4
{SEQUENCE}3
{FILENAME}nlex4.txt
{DESCRIPTION}EXHIBIT 4
{TEXT}
EXHIBIT H
FORM OF ACCESSION AGREEMENT
This Accession Agreement dated as of December 1, 2000 (this "Agreement) is
executed and delivered in connection with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank National Association, as the
Administrative Agent, the Issuing Bank, and the Arranger (as modified from time
to time, the "Credit Agreement," the capitalized terms of which are used herein
unless otherwise defined herein).
Whereas, as contemplated by Section 2.18 of the Credit Agreement, the
Borrower has requested that the aggregate Commitments be increased to
$45,000,000; and
Whereas, Texas Capital Bank has agreed to become a Bank under the Credit
Agreement with a Commitment of $5,000,000;
Now therefore the parties hereto agree as follows:
1. Texas Capital Bank shall, on and as of the Effective Date (as herein
defined) become a Bank under the Credit Agreement with a Commitment of
$5,000,000.
2. Texas Capital Bank hereby (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (ii) agrees that it will, independently and without reliance
upon the Agent or any other Bank, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement or any other Credit
Document; (iii) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Credit Agreement and any
other Credit Document as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (iv) agrees that
it will perform all of the obligations which by the terms of the Credit
Agreement or any other Credit Document are required to be performed by it as a
Bank; (v) specifies as its Applicable Lending Offices the offices set forth in
Annex A of this Agreement.
3. The address for notices to Texas Capital Bank under the Credit Agreement
is set forth on Annex A to this Agreement.
4. On the Effective Date, notwithstanding anything to the contrary in the
Credit Agreement, the Texas Capital Bank shall be a "Bank" for all purposes
under the Credit Agreement.
5. On the Effective Date, the Borrower shall execute and deliver to Texas
Capital Bank a Note in the form of Exhibit A attached to the Credit Agreement,
which Note shall be dated as of the Effective Date, shall be payable to the
order of Texas Capital Bank, and shall be in the amount of $5,000,000.
6. The date this Agreement becomes effective (the "Effective Date") shall
be December 1, 2000, provided that on such date (i) no Default shall have
occurred and be continuing and (ii) the Borrower shall prepay any outstanding
Advances which were made by the Banks prior to such date.
7. In connection with this Agreement, the Borrower hereby represents and
warrants that all of the representations and warranties set forth in the Credit
Documents (other than those made as of a specific date) are true and correct in
all material respects on and as of the date of this Agreement, and no Default
has occurred.
8. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
{PAGE}
IN WITNESS WHEREOF this Agreement is executed and delivered as of the date
first mentioned above.
BORROWER:
VALHI, INC.
By:
---------
Name:
---------
Title:
---------
AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By:
---------
Name:
---------
Title:
---------
TEXAS CAPITAL BANK:
By:
---------
Name:
---------
Title:
---------
{PAGE}
ANNEX A TO ACCESSION AGREEMENT
APPLICABLE LENDING OFFICES AND
ADDRESSES FOR NOTICE FOR TEXAS CAPITAL BANK
Applicable Lending Offices:
Domestic Lending Office: Eurodollar Lending Office:
----------------------- --------------------------
212906
|
U.S. Bank, NA
As referenced in this Accession Agreement [Form]:
U.S. Bank National Association, – with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank National Association, as the
Administrative Agent, the Issuing Bank, and the Arranger (as modified from time
to time, the "Credit Agreement," the capitalized terms
_____________
U.S. BANK NATIONAL ASSOCIATION, – IN WITNESS WHEREOF this Agreement is executed and delivered as of the date
first mentioned above.
BORROWER:
VALHI, INC.
By:
---------
Name:
---------
Title:
---------
AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By:
---------
Name:
---------
Title:
---------
TEXAS CAPITAL BANK:
By:
---------
Name:
---------
Title:
---------
{PAGE}
ANNEX A TO ACCESSION AGREEMENT
APPLICABLE LENDING OFFICES AND
ADDRESSES
_____________
U.S. Bank National
Association, – further amended or modified
from time to time, the "Credit Agreement") among the Borrower, the Bank, the
other financial institutions parties thereto, and U.S. Bank National
Association, as the Administrative Agent (the "Agent"), the Issuing Bank, and
the Arranger. Capitalized terms used in this Note that are defined in
_____________
dt 188074
;
Valhi
As referenced in this Accession Agreement [Form]:
valhi, – and delivered in connection with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank
valhi, – WHEREOF this Agreement is executed and delivered as of the date
first mentioned above.
BORROWER:
VALHI, INC.
By:
---------
Name:
---------
Title:
---------
AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By:
---------
Name:
---------
valhi, – 6604
{PAGE}
PROMISSORY NOTE
$5,000,000 December 1, 2000
For value received, the undersigned, Valhi, Inc., a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of
valhi, – governed by and construed in accordance with the laws of
the state of New York.
VALHI, INC.
By:
---------
Name:
---------
Title:
---------
{/TEXT}
{/DOCUMENT}
dt 13075
;
| |
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| 2005 |
Accounts Receivable Purchase Agreement
Accounts Receivable Purchase Agreement (65K)
Doc #1593195: Click preview link for longer preview.
<TEXT>
ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
Access Capital, Inc. ("Access Capital") and the undersigned companies named
below (the "Companies") hereby mutually agree to the creation of a funding
relationship between the parties, on the terms and conditions contained within
this Accounts Receivable Purchase Agreement (the "ARPA") and in accordance with
the Standard Terms and Conditions of Accounts Receivable Purchase Agreement
attached hereto as Exhibit A and . . .
1593195
|
U.S. Bank, NA
As referenced in this Accounts Receivable Purchase Agreement:
U.S. Bank National Association
– and substance acceptable to counsel of
Access Capital.
12. Executed Lockbox and Blocked Account Agreement.
13. The following documents, in form and substance satisfactory to
Access Capital, duly executed by U.S. Bank National Association
(the "Bank"):
a. Payoff letter with respect to all amounts outstanding under
the Extension and Modification Agreement with the Bank dated
March 7, 2005 (the "Bank Loan");
b. Release
_____________
dt 1643022
;
Citibank
As referenced in this Accounts Receivable Purchase Agreement:
Citibank, N.A. – two percent (2%) over Prime, payable in arrears on the first day
of each month that the Term facility will be in effect. "Prime" shall mean the
"Prime Rate" of Citibank, N.A. from time to time. Proceeds of collections shall
be available to the Companies (so long as consistent with the terms of this
Agreement) on the first business day after
_____________
dt 1675661
;
| |
Preview
Full Doc
| 2006 |
Acquisition Agreement
Acquisition Agreement (297K)
Doc #1163561: Click preview link for longer preview.
ACQUISITION AGREEMENT
between
IMATION CORP.
and
MEMOREX INTERNATIONAL INC.
made as of
January 19, 2006
Table of Contents
Recitals
1
I. Interpretation
1
1.1
Defined Terms
1
1.2
Usages
11
. . .
1163561
|
U.S. Bank, NA
As referenced in this Acquisition Agreement:
U.S. BANK NATIONAL ASSOCIATION, – CORP., a corporation organized under the laws of the State of Delaware, USA (Purchaser), MEMOREX INTERNATIONAL INC., a corporation organized under the laws of the British Virgin Islands (Seller), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent (the Escrow Agent).
Recitals
WHEREAS, Purchaser and Seller have entered into a Acquisition Agreement dated as of January 19, 2006 (the Acquisition
_____________
dt 1342726
;
Imation
As referenced in this Acquisition Agreement:
IMATION CORP. – exv2w1
EX-2.1 2 c01760exv2w1.htm EXHIBIT 2.1 ACQUISITION AGREEMENT
EXECUTION COPY
ACQUISITION AGREEMENT
between
IMATION CORP.
and
MEMOREX INTERNATIONAL INC.
made as of
January 19, 2006
Table of Contents
Recitals
1
I. Interpretation
1
1.1
Defined Terms
1
1.2
Usages
11
II. Purchase
_____________
IMATION CORP, – Form of Opinion of BVI Counsel
iv
ACQUISITION AGREEMENT
This ACQUISITION AGREEMENT (this Agreement) is made and entered into as of the 19th day of January, 2006 by and between IMATION CORP, a corporation organized under the laws of the State of Delaware, USA (Purchaser), and MEMOREX INTERNATIONAL INC., a corporation organized under the laws of the British Virgin Islands (the
_____________
Imation Corp. – electronic transmission device). Notices, demands and communications to Purchaser and Seller shall, unless another address is specified in writing, be sent to the address indicated below:
68
If to Purchaser:
Imation Corp.
1 Imation Place
Oakdale, Minnesota 55128-3414
Attn: John Sullivan, Esq.
Facsimile: (651) 704-4412
With a copy (which shall not constitute notice) to:
Dorsey & Whitney
3008 One
_____________
IMATION CORP. – the essence.
[The remainder of this page is intentionally left blank]
71
IN WITNESS WHEREOF, Purchaser and Seller have executed this Acquisition Agreement as of the date first above written.
IMATION CORP.
MEMOREX INTERNATIONAL INC.
By:
Bruce A. Henderson
By:
Allen Yap
Bruce A. Henderson
Allen Yap
Chairman and Chief Executive Officer
Director
72
SCHEDULES
Pursuant to Item 601(b)(2)
_____________
IMATION CORP. – Schedule 3.28(b) E-Memorex Companies
Schedule 7.1(e) Required Consents
2
Exhibit A
ESCROW AGREEMENT
This ESCROW AGREEMENT (this Escrow Agreement) is made as of [ ], 2006, among IMATION CORP. , a corporation organized under the laws of the State of Delaware, USA (Purchaser), MEMOREX INTERNATIONAL INC., a corporation organized under the laws of the British Virgin Islands (Seller), and
_____________
dt 1320786
;
|
Micron
As referenced in this Acquisition Agreement:
Micron Technology, Inc. – Schedule C of the License Agreement to substitute an Affiliate of Purchaser for the distributor currently listed on that schedule.
(n) Seller shall have concluded a written settlement agreement with Micron Technology, Inc. resolving all outstanding issues in the Litigation concerning the use of the M with a Halo trademark, which settlement shall enable the Acquired Companies, after the Closing, to use
_____________
dt 1473532
|
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Full Doc
| 2003 |
Administration Agreement
Administration Agreement (45K)
Doc #160507: Click preview link for longer preview.
HONDA AUTO RECEIVABLES 2003-4 OWNER TRUST,
as Issuer,
AMERICAN HONDA FINANCE CORPORATION,
as Administrator,
AMERICAN HONDA RECEIVABLES CORP.,
as Depositor,
and
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
ADMINISTRATION AGREEMENT
Dated as of October 1, 2003
{PAGE}
TABLE OF CONTENTS
Page
----
Section 1.01 Capitalized Terms; Interpretive Provisions......................1
Section 1.02 Duties of the Administrator.....................................2
Section 1.03 Records.........................................................7
Section 1.04 Compensation....................................................7
Section 1.05 Additional Information to be Furnished to the Issuer............8
Section 1.06 Independence of the Administrator...............................8
Section 1.07 No Joint Venture................................................8
Section 1.08 Other Activities of Administrator...............................8
Section 1.09 Term of Agreement; Resignation and Removal of Administrator.....8
Section 1.10 Action Upon Termination, Resignation or Removal.................9
Section 1.11 Notices.........................................................9
Section 1.12 Amendments.....................................................10
Section 1.13 Successors and Assigns.........................................10
Section 1.14 Governing Law..................................................11
Section 1.15 Headings.......................................................11
Section 1.16 Counterparts...................................................11
Section 1.17 Severability...................................................11
Section 1.18 Limitation of Liability of Owner Trustee and Indenture
Trustee........................................................11
Section 1.19 Third-Party Beneficiary........................................11
Section 1.20 Rights of the Indenture Trustee................................12
EXHIBITS
Exhibit A - Form of Power of Attorney .......................................A-1
{PAGE}
This Administration Agreement, dated as of October 1, 2003 (the
"Agreement"), is among Honda Auto Receivables 2003-4 Owner Trust, as issuer (the
"Issuer"), American Honda Finance Corporation ("AHFC"), as administrator (in
such capacity, the "Administrator"), American Honda Receivables Corp. ("AHRC"),
as depositor (in such capacity, the "Depositor"), and U.S. Bank National
Association, as indenture trustee (the "Indenture Trustee").
WHEREAS, the Issuer was created pursuant to the Amended and Restated Trust
Agreement, dated as of October 30, 2003 (the "Trust Agreement"), among the
Depositor, Citibank, N.A., as owner trustee (the "Owner Trustee"); and Wachovia
Trust Company, National Association, as Delaware trustee (the "Delaware
Trustee");
WHEREAS, the Issuer is issuing 1.13% Asset Backed Notes, Class A-1, 1.58%
Asset Backed Notes, Class A-2, 2.19% Asset Backed Notes, Class A-3 and 2.79%
Asset Backed Notes, Class A-4 (collectively, the "Notes") pursuant to an
Indenture, dated as of the date hereof (the "Indenture"), between the Issuer and
the Indenture Trustee;
WHEREAS, the Issuer has entered into certain agreements in connection with
the issuance of the Notes and of certain beneficial ownership interests of the
Issuer, including (i) the Indenture, (ii) a Sale and Servicing Agreement, dated
as of the date hereof (the "Sale and Servicing Agreement"), among the Issuer,
AHRC, as transferor (in such capacity, the "Seller"), and AHFC, as servicer (in
such capacity, the "Servicer"), and (iii) a Letter of Representations, dated
October 30, 2003 (the "Note Depository Agreement" and, together with this
Agreement, the Indenture, the Sale and Servicing Agreement, the Control
Agreement and the Trust Agreement, the "Related Documents"), among the Issuer,
the Indenture Trustee and The Depository Trust Company;
WHEREAS, pursuant to the Related Documents, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (i) the Notes
and the collateral therefor pledged pursuant to the Indenture (the "Collateral")
and (ii) the beneficial ownership interests in the Issuer (the registered
holders of such interests being referred to herein as the "Owners");
WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator
perform certain of the duties of the Issuer and the Owner Trustee referred to in
the preceding clause and to provide such additional services consistent with the
terms of this Agreement and the other Related Documents as the Issuer and the
Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
and of other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 Capitalized Terms; Interpretive Provisions.
(a) Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto or incorporated by reference in the Sale and
Servicing Agreement, the
{PAGE}
Trust Agreement or the Indenture, as the case may be. Whenever used herein,
unless the context otherwise requires, the following words and phrases shall
have the following meanings:
"Agreement" means this Administration Agreement, as amended, supplemented
or modified from time to time.
"Related Documents" has the meaning set forth in the Preamble.
(b) For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, (i) terms used in this
Agreement include, as appropriate, all genders and the plural as well as the
singular, (ii) references to this Agreement include all Exhibits hereto, (iii)
references to words such as "herein", "hereof" and the like shall refer to this
Agreement as a whole and not to any particular part, Article or Section within
this Agreement, (iv) the term "include" and all variations thereof shall mean
"include without limitation", (v) the term "or" shall include "and/or" and (vi)
the term "proceeds" shall have the meaning ascribed to such term in the UCC.
Section 1.02 Duties of the Administrator.
(a) The Administrator agrees to perform all its duties as Administrator
160507
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. BANK NATIONAL ASSOCIATION, – COPY
HONDA AUTO RECEIVABLES 2003-4 OWNER TRUST,
as Issuer,
AMERICAN HONDA FINANCE CORPORATION,
as Administrator,
AMERICAN HONDA RECEIVABLES CORP.,
as Depositor,
and
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
ADMINISTRATION AGREEMENT
Dated as of October 1, 2003
{PAGE}
TABLE OF CONTENTS
Page
----
Section 1.01 Capitalized Terms; Interpretive
_____________
U.S. Bank National
Association, – Finance Corporation ("AHFC"), as administrator (in
such capacity, the "Administrator"), American Honda Receivables Corp. ("AHRC"),
as depositor (in such capacity, the "Depositor"), and U.S. Bank National
Association, as indenture trustee (the "Indenture Trustee").
WHEREAS, the Issuer was created pursuant to the Amended and Restated Trust
Agreement, dated as of
_____________
U.S. Bank
National Association, – American
Honda Receivables Corp., 700 Van Ness Avenue, Building 300, Torrance, California
90501, Attention: President; and (d) if to the Indenture Trustee, to: U.S. Bank
National Association, 400 North Michigan Avenue, 2nd Floor, Chicago, IL 60611,
Attention: Corporate Trust Services; or to such other address as any party shall
_____________
U.S. Bank National Association – the Trust Agreement as if specifically set
forth herein.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been executed by U.S. Bank National Association in its capacity as
Indenture Trustee under the Indenture and in no event shall U.S. Bank National
Association in its individual capacity
_____________
U.S. Bank National
Association – has been executed by U.S. Bank National Association in its capacity as
Indenture Trustee under the Indenture and in no event shall U.S. Bank National
Association in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any
_____________
dt 187814
;
Citibank
As referenced in this Administration Agreement:
Citibank, N.A. – Issuer was created pursuant to the Amended and Restated Trust
Agreement, dated as of October 30, 2003 (the "Trust Agreement"), among the
Depositor, Citibank, N.A. , as owner trustee (the "Owner Trustee"); and Wachovia
Trust Company, National Association, as Delaware trustee (the "Delaware
Trustee");
WHEREAS, the Issuer is
_____________
Citibank, N.A. – copy by overnight delivery), and
addressed in each case as follows: (a) if to the Issuer or the Owner
9
{PAGE}
Trustee, to: Citibank, N.A. , 111 Wall Street, 14th Floor--Zone 3, New York, New
York 10005 Attention: Structured Finance Group, (b) if to the Administrator, to:
_____________
Citibank, N.A. – Limitation of Liability of Owner Trustee and Indenture
Trustee.
(a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by Citibank, N.A. , in its capacity as Owner
Trustee of the Issuer and in no event shall Citibank, N.A., in its individual
capacity or
_____________
Citibank, N.A. – this
instrument has been countersigned by Citibank, N.A., in its capacity as Owner
Trustee of the Issuer and in no event shall Citibank, N.A. , in its individual
capacity or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other
_____________
CITIBANK, N.A. – duly executed and delivered as of the day and year first above written.
HONDA AUTO RECEIVABLES 2003-4 OWNER TRUST,
as Issuer
By: CITIBANK, N.A. ,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Kristin Driscall
------------------------------------
Name: Kristin Driscall
Title: Assistant Vice President
AMERICAN
_____________
dt 146013
;
Honda Auto Receivables 2003-4 Owner Trust;
| American Honda Finance Corporation;
American Honda Receivables Corp.
|
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ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-2,
as Issuer
WELLS FARGO BANK NATIONAL ASSOCIATION,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as . . .
1728883
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – 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 (the "Indenture"), among
the Issuer, U.S. Bank National Association, as indenture trustee (in such
capacity, the "Indenture Trustee") and Wells Fargo Bank, National Association,
as securities administrator (in such capacity, the "Securities Administrator");
WHEREAS, the Certificates will be
_____________
dt 1643168
;
| |
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Administration Agreement
Administration Agreement (35K)
Doc #1728898: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-2,
as Issuer
WELLS FARGO BANK NATIONAL ASSOCIATION,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as . . .
1728898
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – 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 (the "Indenture"), among
the Issuer, U.S. Bank National Association, as indenture trustee (in such
capacity, the "Indenture Trustee") and Wells Fargo Bank, National Association,
as securities administrator (in such capacity, the "Securities Administrator");
WHEREAS, the Certificates will be
_____________
dt 1643170
;
| |
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Administration Agreement
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Doc #1728930: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-9,
as Issuer
WELLS FARGO BANK, N.A.,
as Securities Administrator
CHASE BANK USA, NATIONAL ASSOCIATION,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of September 29, 2005
This Administration Agreement (the �Agreement�) is entered into as of September 29, 2005, among BEAR STEARNS ARM TRUST 2005-9, a Delaware statutory trust (the �Issuer�), WELLS FARGO BANK, N.A., not in its individual capacity but solely as . . .
1728930
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – the Securities);
WHEREAS, the Notes will be secured by certain collateral, as more particularly set forth in the Indenture, dated as of September 29, 2005 (the Indenture), among the Issuer, U.S. Bank National Association, as indenture trustee (the Indenture Trustee) and the Securities Administrator;
WHEREAS, the Certificates will be created pursuant to the Trust Agreement and will represent the undivided beneficial ownership interest
_____________
dt 1343621
;
|
Wells Fargo Bank
As referenced in this Administration Agreement:
WELLS FARGO BANK, N –
EX-99.2 5 d378541.htm ADMINISTRATION AGREEMENT
EXHIBIT 99.2
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-9,
as Issuer
WELLS FARGO BANK, N .A.,
as Securities Administrator
CHASE BANK USA, NATIONAL ASSOCIATION,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of September 29, 2005
This Administration
_____________
WELLS FARGO BANK, N – of September 29, 2005
This Administration Agreement (the Agreement) is entered into as of September 29, 2005, among BEAR STEARNS ARM TRUST 2005-9, a Delaware statutory trust (the Issuer), WELLS FARGO BANK, N .A., not in its individual capacity but solely as Securities Administrator (the Securities Administrator), CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (
_____________
Wells Fargo Bank, N – a Sale and Servicing Agreement, dated as of September 29, 2005 (the Sale and Servicing Agreement), among the Issuer, the Depositor, EMC Mortgage Corporation, as seller and company (the Seller), Wells Fargo Bank, N .A., as master servicer (in such capacity, the Master Servicer) and Securities Administrator, and the Indenture Trustee, (ii) the Letter of Representations, dated September 29, 2005 (the Depository Agreement),
_____________
Wells Fargo Bank, N – o Chase Bank USA, National Association
500 Stanton Christiana Road, FL3/OPS4
Newark, Delaware 19713
Attention: Worldwide Securities Services
fax: (302) 552-6280
(b)
if to the Securities Administrator, to:
Wells Fargo Bank, N .A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager Bear Stearns ARM Trust 2005-9
fax: (410) 715-2380
(c)
if to the Owner Trustee, to:
c/
_____________
Wells Fargo Bank, N – 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 Wells Fargo Bank, N .A. in Other Capacities. Nothing in this Agreement shall affect any obligation Wells Fargo Bank, N.A. may have in any other capacity.
Section 19. Limitation of Liability of
_____________
dt 1433786
|
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ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-5,
as Issuer
WELLS FARGO BANK, N.A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of July 14, 2005
Table of Contents
SECTION 1.
DUTIES OF THE SECURITIES ADMINISTRATOR.
SECTION 2.
DUTIES OF THE DEPOSITOR WITH RESPECT TO THE INDENTURE.
SECTION 3.
RECORDS
SECTION 4.
COMPENSATION
SECTION 5.
ADDITIONAL INFORMATION TO BE FURENISHED TO . . .
1728956
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – 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 (the Indenture), among the Issuer, U.S. Bank National Association, as indenture trustee (in such capacity, the Indenture Trustee) and Wells Fargo Bank, National Association, as securities administrator (in such capacity, the Securities Administrator);
WHEREAS, the Certificates will be
_____________
dt 1343623
;
|
Wells Fargo Bank
As referenced in this Administration Agreement:
WELLS FARGO BANK, N –
EX-99.2 6 d352994.htm ADMINISTRATION AGREEMENT
EXHIBIT 99.2
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-5,
as Issuer
WELLS FARGO BANK, N .A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of July 14, 2005
Table of Contents
SECTION
_____________
WELLS FARGO BANK, N – ADMINISTRATOR.
SECTION 11.
NOTICES
SECTION 12.
AMENDMENTS.
SECTION 13.
SUCCESSORS AND ASSIGNS
SECTION 14.
GOVERNING LAW
SECTION 15.
HEADINGS
SECTION 16.
COUNTERPARTS
SECTION 17.
SEVERABILITY
SECTION 18.
NOT APPLICABLE TO WELLS FARGO BANK, N ATIONAL ASSOCIATION IN OTHER CAPACITIES
SECTION 19.
LIMITATION OF LIABILITY OF OWNER TRUSTEE
SECTION 20.
LIMITATION OF LIABILITY OF THE SECURITIES ADMINISTRATOR; INDEMNIFICATION
SECTION 21.
BENEFIT OF AGREEMENT
SECTION 22.
_____________
WELLS FARGO BANK, N – SECTION 22.
BANKRUPTCY MATTERS
This Administration Agreement (the Agreement) is entered into as of July 14, 2005, among BEAR STEARNS ARM TRUST 2005-5, a Delaware statutory trust (the Issuer), WELLS FARGO BANK, N .A., 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
_____________
Wells Fargo Bank, N – more particularly set forth in the Indenture, dated as of (the Indenture), among the Issuer, U.S. Bank National Association, as indenture trustee (in such capacity, the Indenture Trustee) and Wells Fargo Bank, N ational Association, as securities administrator (in such capacity, the Securities Administrator);
WHEREAS, the Certificates will be created pursuant to the Trust Agreement and will represent the undivided beneficial ownership interest
_____________
Wells Fargo Bank, N – has entered into certain agreements in connection with the issuance of the Securities, including (i) a Servicing Agreement, dated as of July 14, 2005 (the Servicing Agreement), among the Depositor, Wells Fargo Bank, N ational Association, as master servicer (the Master Servicer) and the Grantor Trustee, (ii) the Letter of Representations, July 14, 2005 (the Depository Agreement), among the Issuer, the Indenture Trustee and
_____________
dt 1433790
|
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Administration Agreement
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ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-5,
as Issuer
WELLS FARGO BANK, N.A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of July 14, 2005
Table of Contents
Section 1.
Duties of the Securities Administrator.
Section 2.
Duties of the Depositor With Respect to the Indenture.
Section 3.
Records
Section 4.
Compensation
Section 5. . . .
1728971
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – 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 (the Indenture), among the Issuer, U.S. Bank National Association, as indenture trustee (in such capacity, the Indenture Trustee) and Wells Fargo Bank, National Association, as securities administrator (in such capacity, the Securities Administrator);
WHEREAS, the Certificates will be
_____________
dt 1343624
;
|
Wells Fargo Bank
As referenced in this Administration Agreement:
WELLS FARGO BANK, N –
EX-99.2 6 d352994.htm ADMINISTRATION AGREEMENT
EXHIBIT 99.2
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-5,
as Issuer
WELLS FARGO BANK, N .A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of July 14, 2005
Table of Contents
Section
_____________
Wells Fargo Bank, N – Administrator
Section 11.
Notices
Section 12.
Amendments.
Section 13.
Successors and Assigns
Section 14.
Governing Law
Section 15.
Headings
Section 16.
Counterparts
Section 17.
Severability
Section 18.
Not Applicable to Wells Fargo Bank, N ational Association in Other Capacities
Section 19.
Limitation of Liability of Owner Trustee
Section 20.
Limitation of Liability of the Securities Administrator; Indemnification
Section 21.
Benefit of Agreement
Section 22.
_____________
WELLS FARGO BANK, N – Section 22.
Bankruptcy Matters
This Administration Agreement (the Agreement) is entered into as of July 14, 2005, among BEAR STEARNS ARM TRUST 2005-5, a Delaware statutory trust (the Issuer), WELLS FARGO BANK, N .A., 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
_____________
Wells Fargo Bank, N – more particularly set forth in the Indenture, dated as of (the Indenture), among the Issuer, U.S. Bank National Association, as indenture trustee (in such capacity, the Indenture Trustee) and Wells Fargo Bank, N ational Association, as securities administrator (in such capacity, the Securities Administrator);
WHEREAS, the Certificates will be created pursuant to the Trust Agreement and will represent the undivided beneficial ownership interest
_____________
Wells Fargo Bank, N – has entered into certain agreements in connection with the issuance of the Securities, including (i) a Servicing Agreement, dated as of July 14, 2005 (the Servicing Agreement), among the Depositor, Wells Fargo Bank, N ational Association, as master servicer (the Master Servicer) and the Grantor Trustee, (ii) the Letter of Representations, July 14, 2005 (the Depository Agreement), among the Issuer, the Indenture Trustee and
_____________
dt 1433793
|
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ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2006-1,
as Issuing Entity
WELLS FARGO BANK, N.A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
BEAR STEARNS ASSET BACKED SECURITIES I LLC,
as Depositor
and
CS OT I LLC
as Seller
Dated as of February 28, 2006
This Administration Agreement (the ?Agreement?) is entered into as of February 28, 2006, among BEAR STEARNS ARM TRUST 2006-1, a Delaware statutory trust ( . . .
1729096
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – Securities);
WHEREAS, the Notes will be secured by certain collateral, as more particularly set forth in the Indenture, dated as of February 28, 2006 (the Indenture), among the Issuing Entity, U.S. Bank National Association, as indenture trustee (the Indenture Trustee) and the Securities Administrator;
WHEREAS, the Certificates will be created pursuant to the Trust Agreement and will represent the undivided beneficial ownership interest
_____________
dt 1343628
;
|
Wells Fargo Bank
As referenced in this Administration Agreement:
WELLS FARGO BANK, N –
EX-99.2 6 v037839_ex99-2.htm
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2006-1,
as Issuing Entity
WELLS FARGO BANK, N .A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
BEAR STEARNS ASSET BACKED SECURITIES I LLC,
as Depositor
and
CS OT I LLC
as Seller
Dated as of
_____________
WELLS FARGO BANK, N – February 28, 2006
This Administration Agreement (the Agreement) is entered into as of February 28, 2006, among BEAR STEARNS ARM TRUST 2006-1, a Delaware statutory trust (the Issuing Entity), WELLS FARGO BANK, N .A., 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
_____________
Wells Fargo Bank, N – a Sale and Servicing Agreement, dated as of February 28, 2006 (the Sale and Servicing Agreement), among the Issuing Entity, the Depositor, CS OT I LLC, as seller (the Seller), Wells Fargo Bank, N .A., as master servicer (in such capacity, the Master Servicer) and Securities Administrator, and the Indenture Trustee, (ii) the Letter of Representations, dated February 28, 2006 (the Depository Agreement),
_____________
Wells Fargo Bank, N – Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Services
fax: 302-636-4148
7
(b) if to the Securities Administrator, to:
Wells Fargo Bank, N .A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager - Bear Stearns ARM Trust 2006-1
fax: (410) 715-2380
(c) if to the Owner Trustee, to:
c/
_____________
Wells Fargo Bank, N – remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9
Section 19. Not Applicable to Wells Fargo Bank, N .A. in Other Capacities. Nothing in this Agreement shall affect any obligation Wells Fargo Bank, N.A. may have in any other capacity.
Section 20. Limitation of Liability of
_____________
dt 1433800
|
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ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-7,
as Issuer
WELLS FARGO BANK, N.A.,
as Securities Administrator
CHASE BANK USA, NATIONAL ASSOCIATION,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of July 29, 2005
This Administration Agreement (the �Agreement�) is entered into as of July 29, 2005, among BEAR STEARNS ARM TRUST 2005-7, a Delaware statutory trust (the �Issuer�), WELLS FARGO BANK, N.A., not in its individual capacity but solely as Securities Administrator (the . . .
1732164
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – the Securities);
WHEREAS, the Notes will be secured by certain collateral, as more particularly set forth in the Indenture, dated as of July 29, 2005 (the Indenture), among the Issuer, U.S. Bank National Association, as indenture trustee (in such capacity, the Indenture Trustee) and Wells Fargo Bank, N.A., as securities administrator (in such capacity, the Securities Administrator);
WHEREAS, the Certificates will be
_____________
dt 1343652
;
|
Wells Fargo Bank
As referenced in this Administration Agreement:
WELLS FARGO BANK, N –
EX-99.2 5 d350913.htm ADMINISTRATIVE AGREEMENT
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2005-7,
as Issuer
WELLS FARGO BANK, N .A.,
as Securities Administrator
CHASE BANK USA, NATIONAL ASSOCIATION,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of July 29, 2005
This Administration
_____________
WELLS FARGO BANK, N – of July 29, 2005
This Administration Agreement (the Agreement) is entered into as of July 29, 2005, among BEAR STEARNS ARM TRUST 2005-7, a Delaware statutory trust (the Issuer), WELLS FARGO BANK, N .A., not in its individual capacity but solely as Securities Administrator (the Securities Administrator), CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (
_____________
Wells Fargo Bank, N – forth in the Indenture, dated as of July 29, 2005 (the Indenture), among the Issuer, U.S. Bank National Association, as indenture trustee (in such capacity, the Indenture Trustee) and Wells Fargo Bank, N .A., as securities administrator (in such capacity, the Securities Administrator);
WHEREAS, the Certificates will be created pursuant to the Trust Agreement and will represent the undivided beneficial ownership interest
_____________
Wells Fargo Bank, N – a Sale and Servicing Agreement, dated as of July 29, 2005 (the Sale and Servicing Agreement), among the Issuer, the Depositor, EMC Mortgage Corporation, as seller and company (the Seller), Wells Fargo Bank, N .A., as master servicer (in such capacity, the Master Servicer) and Securities Administrator, and the Indenture Trustee, (ii) the Letter of Representations, dated July 29, 2005 (the Depository Agreement),
_____________
Wells Fargo Bank, N – o Chase Bank USA, National Association
500 Stanton Christiana Road, FL3/OPS4
Newark, Delaware 19713
Attention: Worldwide Securities Services
fax: (302) 552-6280
(b)
if to the Securities Administrator, to:
Wells Fargo Bank, N .A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager Bear Stearns ARM Trust 2005-7
fax: (410) 715-2380
(c)
if to the Owner Trustee, to:
c/
_____________
dt 1433827
|
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Administration Agreement (31K)
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ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2006-1,
as Issuing Entity
WELLS FARGO BANK, N.A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
BEAR STEARNS ASSET BACKED SECURITIES I LLC,
as Depositor
and
CS OT I LLC
as Seller
Dated as of February 28, 2006
This Administration Agreement (the ?Agreement?) is entered into as of February 28, 2006, among BEAR STEARNS ARM TRUST 2006-1, a Delaware statutory trust ( . . .
1739219
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – Securities);
WHEREAS, the Notes will be secured by certain collateral, as more particularly set forth in the Indenture, dated as of February 28, 2006 (the Indenture), among the Issuing Entity, U.S. Bank National Association, as indenture trustee (the Indenture Trustee) and the Securities Administrator;
WHEREAS, the Certificates will be created pursuant to the Trust Agreement and will represent the undivided beneficial ownership interest
_____________
dt 1343735
;
|
Wells Fargo Bank
As referenced in this Administration Agreement:
WELLS FARGO BANK, N –
EX-99.2 6 v037839_ex99-2.htm
ADMINISTRATION AGREEMENT
among
BEAR STEARNS ARM TRUST 2006-1,
as Issuing Entity
WELLS FARGO BANK, N .A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
BEAR STEARNS ASSET BACKED SECURITIES I LLC,
as Depositor
and
CS OT I LLC
as Seller
Dated as of
_____________
WELLS FARGO BANK, N – February 28, 2006
This Administration Agreement (the Agreement) is entered into as of February 28, 2006, among BEAR STEARNS ARM TRUST 2006-1, a Delaware statutory trust (the Issuing Entity), WELLS FARGO BANK, N .A., 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
_____________
Wells Fargo Bank, N – a Sale and Servicing Agreement, dated as of February 28, 2006 (the Sale and Servicing Agreement), among the Issuing Entity, the Depositor, CS OT I LLC, as seller (the Seller), Wells Fargo Bank, N .A., as master servicer (in such capacity, the Master Servicer) and Securities Administrator, and the Indenture Trustee, (ii) the Letter of Representations, dated February 28, 2006 (the Depository Agreement),
_____________
Wells Fargo Bank, N – Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Services
fax: 302-636-4148
7
(b) if to the Securities Administrator, to:
Wells Fargo Bank, N .A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager - Bear Stearns ARM Trust 2006-1
fax: (410) 715-2380
(c) if to the Owner Trustee, to:
c/
_____________
Wells Fargo Bank, N – remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9
Section 19. Not Applicable to Wells Fargo Bank, N .A. in Other Capacities. Nothing in this Agreement shall affect any obligation Wells Fargo Bank, N.A. may have in any other capacity.
Section 20. Limitation of Liability of
_____________
dt 1433968
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| 2001 |
Administration Agreement
Administration Agreement (43K)
Doc #1929841: Click preview link for longer preview.
WILMINGTON TRUST COMPANY, AS OWNER TRUSTEE OF THE
HOUSEHOLD PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST I
Issuer
and
HOUSEHOLD FINANCE CORPORATION
Administrator
ADMINISTRATION AGREEMENT
Dated as of June 12, 2001
--------------------------------------------------------------------------------
2
Table . . .
1929841
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U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – a Master Indenture, dated
as of the Closing Date (as amended, modified or supplemented from time to time
in accordance with the provisions thereof, the "Indenture"), between the Issuer
and U.S. Bank National Association, a national banking association, as indenture
trustee (the "Indenture Trustee") to provide for the issuance of its asset
backed notes (the "Notes");
WHEREAS the Issuer has entered into certain
_____________
U.S. Bank National Association
– 847-564-6223
(c) if to the Administrator, to
Household Finance Corporation
2700 Sanders Road
Prospect Heights, Illinois 60070
Telephone: 847-564-5000
(d) if to the Indenture Trustee, to
U.S. Bank National Association
111 East Wacker Drive
Chicago, Illinois 60601
Attention: Corporate Trust Department
Telephone: (312) 228-9400
or to such other address as any party shall have provided to the other
_____________
dt 1643270
;
| |
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Administration Agreement
Administration Agreement (40K)
Doc #1929853: Click preview link for longer preview.
WILMINGTON TRUST COMPANY, AS OWNER TRUSTEE OF THE
HOUSEHOLD PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST I
Issuer
and
HOUSEHOLD FINANCE CORPORATION
Administrator
ADMINISTRATION AGREEMENT
Dated as of ________, 2001
________________________________________________________________________________
2
Table of Contents
. . .
1929853
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – a Master Indenture, dated as of the
Closing Date (as amended, modified or supplemented from time to time in
accordance with the provisions thereof, the "Indenture"), between the Issuer and
U.S. Bank National Association, a national banking association, as indenture
trustee (the "Indenture Trustee") to provide for the issuance of its asset
backed notes (the "Notes");
WHEREAS the Issuer has entered into certain
_____________
U.S. Bank National Association
– 8
{PAGE} 12
(c) if to the Administrator, to
Household Finance Corporation
2700 Sanders Road
Prospect Heights, Illinois 60070
Telephone: 847-564-5000
(d) if to the Indenture Trustee, to
U.S. Bank National Association
111 East Wacker Drive
Chicago, Illinois 60601
Attention: Corporate Trust Department
Telephone: (312) 228-9400
or to such other address as any party shall have provided to the other
_____________
dt 1643272
;
| |
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| 2004 |
Administration Agreement
Administration Agreement (43K)
Doc #2064608: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
between
EDUCATION FUNDING CAPITAL I, LLC
as Depositor
and
EDUCATION LENDING SERVICES, INC.
as Administrator
dated as of May 1, 2004
Administration Agreement (Depositor)
TABLE OF CONTENTS
Page
SECTION 1.
DEFINITIONS
1
SECTION 2.
DEPOSITOR DOCUMENTS
2
SECTION 3.
. . .
2064608
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – otherwise defined herein shall have the meanings ascribed to such terms in the Indenture of Trust dated as of May 1, 2004 (the Indenture) among Education Funding Capital Trust-III, U.S. Bank National Association, as indenture trustee and Fifth Third Bank, as trust eligible lender trustee.)
RECITALS
A. The Depositor is engaged in the acquisition from the Seller of Financed Student Loans.
B.
_____________
dt 1344807
;
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ELG
As referenced in this Administration Agreement:
Education Lending Group, Inc – thereto at their respective addresses as follows:
The Depositor:
Education Funding Capital I, LLC
6 East Fourth Street
Suite 310A
Cincinnati, Ohio 45202
Attention: Michael Shaut
with a copy to:
Education Lending Group, Inc .
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc.
6 East Fourth Street, Suite 300
Cincinnati,
_____________
Education Lending Group, Inc – 45202
Attention: Michael Shaut
with a copy to:
Education Lending Group, Inc.
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc .
6 East Fourth Street, Suite 300
Cincinnati, Ohio 45202
Attention: Susan Ballard Salyer
13
Administration Agreement (Depositor)
The Administrator:
Education Lending Services, Inc.
6 East Fourth Street
Suite 300
_____________
Education Lending Group, Inc – Attention: Susan Ballard Salyer
13
Administration Agreement (Depositor)
The Administrator:
Education Lending Services, Inc.
6 East Fourth Street
Suite 300
Cincinnati, Ohio 45202
Attention: Perry Moore
with a copy to:
Education Lending Group, Inc .
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc.
6 East Fourth Street, Suite 300
Cincinnati,
_____________
Education Lending Group, Inc – 45202
Attention: Perry Moore
with a copy to:
Education Lending Group, Inc.
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc .
6 East Fourth Street, Suite 300
Cincinnati, Ohio 45202
Attention: Susan Ballard Salyer
Section 21. Amendment. This Administration Agreement may be amended in writing by the Administrator and the
_____________
dt 1385071
|
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Administration Agreement
Administration Agreement (52K)
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ADMINISTRATION AGREEMENT
between
EDUCATION FUNDING CAPITAL TRUST-IV
as Issuer
and
EDUCATION LENDING SERVICES, INC.
as Administrator
dated as of May 1, 2004
Administration Agreement (Trust)
TABLE OF CONTENTS
Page
Section 1.
Definitions
1
Section 2.
Indenture and Related Documents
1
Section 3.
Master Servicing . . .
2064609
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – In connection with the acquisition of Student Loans, the Issuer has executed and delivered that certain Indenture of Trust dated as of May 1, 2004 (the Indenture) among the Issuer, U.S. Bank National Association, as indenture trustee, and Fifth Third Bank, as trust eligible lender trustee.
C. Pursuant to the Indenture and the other Basic Documents to which the Issuer is a party (
_____________
U.S. Bank National Association – other communications in writing shall be given to or made upon the respective parties thereto at their respective addresses as follows:
The Issuer:
Education Funding Capital Trust-IV
c/o, U.S. Bank National Association
CN-WN-06CT
425 Walnut Street, 6th Floor
Cincinnati, Ohio 45202
Attention: Corporate Trust
15
Administration Agreement (Trust)
The Administrator:
Education Lending Services, Inc.
6 East Fourth Street
Suite
_____________
U.S. Bank National Association, – Trust)
IN WITNESS WHEREOF, the parties hereto have caused this Administration Agreement to be executed as of the day and year first above written.
EDUCATION FUNDING CAPITAL TRUST-IV
By U.S. Bank National Association, not in its individual capacity, but solely as Co-Owner Trustee, on behalf of the Issuer
By:
/s/ DANIEL R. BLEY
Name:
Daniel R. Bley
Title:
Vice President and
_____________
U.S. Bank National Association, – Name:
Daniel R. Bley
Title:
Vice President and Trust Officer
EDUCATION LENDING SERVICES, INC.,
as Administrator
By:
/s/ PERRY D. MOORE
Name:
Perry D. Moore
Title:
Executive Vice President-Finance
U.S. Bank National Association, as the Indenture Trustee under the Indenture, hereby agrees to take such actions and execute such documents as may be reasonably requested by the Administrator in order for the
_____________
U.S. BANK NATIONAL ASSOCIATION, – such documents as may be reasonably requested by the Administrator in order for the Administrator to provide the services and perform its duties and responsibilities under the foregoing Administration Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:
/s/ DANIEL R. BLEY
Name:
Daniel R. Bley
Title:
Vice President and Trust Officer
Administration Agreement (Trust)
_____________
dt 1344808
;
|
ELG
As referenced in this Administration Agreement:
Education Lending Group, Inc – 45202
Attention: Corporate Trust
15
Administration Agreement (Trust)
The Administrator:
Education Lending Services, Inc.
6 East Fourth Street
Suite 300
Cincinnati, Ohio 45202
Attention: Perry Moore
with a copy to:
Education Lending Group, Inc .
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc.
6 East Fourth Street, Suite 300
Cincinnati,
_____________
Education Lending Group, Inc – 45202
Attention: Perry Moore
with a copy to:
Education Lending Group, Inc.
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc .
6 East Fourth Street, Suite 300
Cincinnati, Ohio 45202
Attention: Susan Ballard Salyer
Section 24. Amendment. This Administration Agreement may be amended in writing by the Administrator and the
_____________
dt 1385072
|
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| 2004 |
Administration Agreement
Administration Agreement (43K)
Doc #2064638: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
between
EDUCATION FUNDING CAPITAL I, LLC
as Depositor
and
EDUCATION LENDING SERVICES, INC.
as Administrator
dated as of May 1, 2004
Administration Agreement (Depositor)
TABLE OF CONTENTS
Page
SECTION 1.
DEFINITIONS
1
SECTION 2.
DEPOSITOR DOCUMENTS
2
SECTION 3.
. . .
2064638
|
U.S. Bank, NA
As referenced in this Administration Agreement:
U.S. Bank National Association, – otherwise defined herein shall have the meanings ascribed to such terms in the Indenture of Trust dated as of May 1, 2004 (the Indenture) among Education Funding Capital Trust-III, U.S. Bank National Association, as indenture trustee and Fifth Third Bank, as trust eligible lender trustee.)
RECITALS
A. The Depositor is engaged in the acquisition from the Seller of Financed Student Loans.
B.
_____________
dt 1344811
;
|
ELG
As referenced in this Administration Agreement:
Education Lending Group, Inc – thereto at their respective addresses as follows:
The Depositor:
Education Funding Capital I, LLC
6 East Fourth Street
Suite 310A
Cincinnati, Ohio 45202
Attention: Michael Shaut
with a copy to:
Education Lending Group, Inc .
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc.
6 East Fourth Street, Suite 300
Cincinnati,
_____________
Education Lending Group, Inc – 45202
Attention: Michael Shaut
with a copy to:
Education Lending Group, Inc.
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc .
6 East Fourth Street, Suite 300
Cincinnati, Ohio 45202
Attention: Susan Ballard Salyer
13
Administration Agreement (Depositor)
The Administrator:
Education Lending Services, Inc.
6 East Fourth Street
Suite 300
_____________
Education Lending Group, Inc – Attention: Susan Ballard Salyer
13
Administration Agreement (Depositor)
The Administrator:
Education Lending Services, Inc.
6 East Fourth Street
Suite 300
Cincinnati, Ohio 45202
Attention: Perry Moore
with a copy to:
Education Lending Group, Inc .
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc.
6 East Fourth Street, Suite 300
Cincinnati,
_____________
Education Lending Group, Inc – 45202
Attention: Perry Moore
with a copy to:
Education Lending Group, Inc.
12760 High Bluff Drive, Suite 210
San Diego, CA 92130
Attention: Douglas L. Feist
and a copy to:
Education Lending Group, Inc .
6 East Fourth Street, Suite 300
Cincinnati, Ohio 45202
Attention: Susan Ballard Salyer
Section 21. Amendment. This Administration Agreement may be amended in writing by the Administrator and the
_____________
dt 1385078
|