AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT
AMENDMENT
NO. 1 TO POOLING AND SERVICING AGREEMENT
This
AMENDMENT NO. 1 is dated September 18, 2006 (“Amendment No. 1”), among BAYVIEW
FINANCIAL SECURITIES COMPANY, LLC, as depositor (“BFSC” or the “Depositor”),
XXXXX FARGO BANK, N.A., as master servicer (the “Master Servicer”) and U.S. BANK
NATIONAL ASSOCIATION, not in its individual capacity, but solely as trustee
(the
“Trustee”) and shall be deemed to be effective for purposes of the accrual of
interest on the LIBOR Certificates as of August 28, 2006.
WITNESSETH
THAT:
WHEREAS,
the Depositor, the Master Servicer and the Trustee heretofore executed and
delivered a pooling and servicing agreement dated as of January 1, 2006,
relating to Bayview Financial Mortgage Pass-Through Trust 2006-A Mortgage
Pass-Through Certificates, Series 2006-A (the “Pooling and Servicing
Agreement”);
WHEREAS,
the Depositor, the Master Servicer and the Trustee desire to amend the Pooling
and Servicing Agreement with respect to certain matters set forth
herein;
WHEREAS,
Section 10.05(a)(ii) of the Pooling and Servicing Agreement provides that such
agreement may be amended without the consent of any of the Holders of the
Certificates to correct any error or to conform the provisions thereof to
statements made in the Prospectus;
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
it
is mutually covenanted and agreed, as follows:
ARTICLE
I
AMENDMENT
OF THE POOLING AND SERVICING AGREEMENT
Section
1.01. Amendment
of Pooling and Servicing Agreement.
(a)
The
Preliminary Statement in the Pooling and Servicing Agreement shall be amended
as
follows:
(i)
By
deleting in the “Certificates:” subsection thereof the first sentence in
footnote (6) in its entirety and replacing it with the following:
The
lesser of (i) LIBOR plus 0.120% and (ii) the Pool 2 Available Funds Cap;
provided, that if the Master Servicer does not exercise the option to purchase
the Mortgage Loans and the related property pursuant to Section 10.02(a) on
the
Distribution Date on which it is first entitled to do so, then with respect
to
each subsequent Distribution Date, the per annum rate calculated pursuant to
clause (i) will be LIBOR plus 0.180%.
(ii)
By
deleting in the “Certificates:” subsection thereof the first sentence in
footnote (16) in its entirety and replacing it with the following:
The
lesser of (i) LIBOR plus 0.750% and (ii) the Subordinate Available Funds Cap;
provided, that if the Master Servicer does not exercise the option to purchase
the Mortgage Loans and the related property pursuant to Section 10.02(a) on
the
Distribution Date on which it is first entitled to do so, then with respect
to
each subsequent Distribution Date, the per annum rate calculated pursuant to
clause (i) will be LIBOR plus 1.125%.
(iii)
By
deleting in the “Certificates:” subsection thereof the first sentence in
footnote (17) in its entirety and replacing it with the following:
The
lesser of (i) LIBOR plus 1.350% and (ii) the Subordinate Available Funds Cap;
provided, that if the Master Servicer does not exercise the option to purchase
the Mortgage Loans and the related property pursuant to Section 10.02(a) on
the
Distribution Date on which it is first entitled to do so, then with respect
to
each subsequent Distribution Date, the per annum rate calculated pursuant to
clause (i) will be LIBOR plus 2.025%.
(iv)
By
deleting in the “Certificates:” subsection thereof the first sentence in
footnote (18) in its entirety and replacing it with the following:
The
lesser of (i) LIBOR plus 1.650% and (ii) the Subordinate Available Funds Cap;
provided, that if the Master Servicer does not exercise the option to purchase
the Mortgage Loans and the related property pursuant to Section 10.02(a) on
the
Distribution Date on which it is first entitled to do so, then with respect
to
each subsequent Distribution Date, the per annum rate calculated pursuant to
clause (i) will be LIBOR plus 2.475%.
(v)
By
deleting in the “Certificates:” subsection thereof the first sentence in
footnote (19) in its entirety and replacing it with the following:
The
lesser of (i) LIBOR plus 2.750% and (ii) the Subordinate Available Funds Cap;
provided, that if the Master Servicer does not exercise the option to purchase
the Mortgage Loans and the related property pursuant to Section 10.02(a) on
the
Distribution Date on which it is first entitled to do so, then with respect
to
each subsequent Distribution Date, the per annum rate calculated pursuant to
clause (i) will be LIBOR plus 4.125%.
(b)
Section 6.05(h)(ii)(B) of the Pooling and Servicing Agreement shall be deleted
in its entirety and replaced with the following:
concurrently,
to the
Group 1 Certificates and the Group 2 Certificates, in proportion to the
respective Class Principal Balances of such Certificates, any accrued and unpaid
interest on the respective outstanding Class Principal Balances
thereof;
2
ARTICLE
II
MISCELLANEOUS
PROVISIONS
Section
2.01. Capitalized
Terms.
For all
purposes of this Amendment No. 1, except as otherwise stated herein, terms
used
in capitalized form in this Amendment No. 1 and defined in the Pooling and
Servicing Agreement have the meanings specified in the Pooling and Servicing
Agreement.
Section
2.02. Continuing
Effect.
Except
as expressly amended by this Amendment No. 1, the Pooling and Servicing
Agreement shall remain in full force and effect in accordance with its
terms.
Section
2.03. References
to Pooling and Servicing Agreement.
From
and after the execution and delivery of this Amendment No. 1, all references
to
the Pooling and Servicing Agreement in the Pooling and Servicing Agreement
or
any other document executed or delivered in connection therewith shall be deemed
a reference to the Pooling and Servicing Agreement as amended hereby, unless
the
context expressly requires otherwise.
Section
2.04. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Amendment
No. 1 shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Amendment No. 1, and shall
in
no way affect the validity or enforceability of the other provisions of this
Amendment No. 1.
Section
2.05. REMIC
Compliance.
For
purposes of compliance with the REMIC Provisions and for purposes of any tax
information reporting, the Trustee shall account for any distribution on any
Certificate in excess of the amount that would have been distributed had this
Amendment No. 1 been effective as of the Closing Date as an amount distributed
on the REMIC regular interest evidenced by the Class X Certificates and a
payment by the holders of the Class X Certificates to the holders of any
Certificate receiving such excess, such payment being made outside of (and
therefore not by) any REMIC formed pursuant to the Pooling and Servicing
Agreement.
Section
2.06. Counterparts.
This
Amendment No. 1 may be executed in one or more counterparts, each of which
shall
be deemed to be an original, but all of which together shall constitute one
and
the same instrument.
Section
2.07. Binding
Nature of Amendment No. 1; Assignment.
This
Amendment No. 1 shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns.
Section
2.08. Headings.
The
headings contained in this Amendment No. 1 are for convenience of reference
only, and they shall not be used in the interpretation hereof.
Section
2.09. Effectiveness.
This
Amendment No. 1 shall become effective as of the date first written
above.
3
Section
2.10. Governing
Law.
THIS
AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
4
IN
WITNESS WHEREOF, the parties have caused their names to be signed hereto by
their respective officers hereunto duly authorized as of the day and year first
above written.
BAYVIEW
FINANCIAL SECURITIES COMPANY, LLC, as Depositor
By:
/s/ Xxxxx
Xxxxxxxxxx
Name:
Xxxxx Xxxxxxxxxx
Title:
Vice President
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer
By:
/s/ Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Assistant Vice President
U.S.
BANK
NATIONAL ASSOCIATION, not in its
individual
capacity, but solely as Trustee
By:
/s/ Xxxxx
X.
Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
Vice
President
