AMENDMENT NUMBER 1 TO TRUST AGREEMENT
EXECUTION
AMENDMENT
NUMBER 1
TO TRUST AGREEMENT
THIS
AMENDMENT NUMBER 1, dated as of March 30, 2007 (this “Amendment”),
by
and between XXXXXX XXXXXXX CAPITAL I INC., a Delaware corporation, as depositor
(the “Depositor”),
and
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee
(the “Trustee”),
is to
the Trust Agreement, dated as of February 1, 2007 (as amended, modified or
otherwise supplemented from time to time in accordance with the terms thereof,
the “Trust
Agreement”),
by
and between the Depositor and the Trustee, and acknowledged by Xxxxxx Xxxxxxx
Mortgage Capital Inc., a New York corporation, as seller (the “Seller”).
WITNESSETH:
WHEREAS,
the Depositor and the Trustee have previously entered into the Trust Agreement;
and
WHEREAS,
the parties desire to amend the Trust Agreement in order to modify certain
provisions of the Trust Agreement;
NOW
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:
SECTION
1. Defined
Terms.
Capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings assigned thereto in the Trust Agreement.
SECTION
2. Full
Force and Effect.
Other
than as specifically modified hereby, the Trust Agreement shall remain in full
force and effect in accordance with the terms and provisions thereof and is
hereby ratified and confirmed by the parties hereto.
SECTION
3. Amendment
to the Trust Agreement.
Pursuant to Section 10.03 of the Trust Agreement, the parties hereto hereby
agree to amend the Trust Agreement as follows:
(a) Section
1.01 of the Trust Agreement is amended by deleting the definition of “Servicer”
in its entirety and replacing it with the following:
“Servicer:
The
Servicer under the Servicing Agreement, and its respective successors and
assigns. On March 30, 2007, GMAC assigned all of its rights and obligations
under the Servicing Agreement to Saxon.”
(b) Section
1.01 of the Trust Agreement is amended by deleting the definition of “Servicing
Agreement” in its entirety and replacing it with the following:
“Servicing
Agreement:
The
Servicing Agreement listed in Exhibit E hereto.”
(c) Section
1.01 of the Trust Agreement is amended by adding the following definition in
appropriate alphabetical order:
“Saxon:
Saxon
Mortgage Services, Inc., a Texas corporation.”
SECTION
4. Representations,
Warranties and Covenants.
(a)
The
Depositor hereby confirms that each of its representations, warranties,
agreements and covenants set forth in the Trust Agreement are true and correct
as of the date first written above with the same effect as though each had
been
made as of such date, except to the extent that any of such covenants expressly
relate to earlier dates.
(b) The
Depositor hereby represents and warrants that (i) it is duly authorized to
and
this Amendment has been duly authorized, executed and delivered by all requisite
corporate and, if required, equityholder
action, (ii) the execution, delivery and performance by it of this Amendment
shall not (1) result in the breach of, or constitute (alone or with notice
or
with the lapse of time or both) a default under, any material indenture,
agreement or instrument to which it or any of its affiliates are a party or
(2)
violate (A) any provision of law, statute, rule or regulation, or certificate
or
organizational documents or other constitutive documents of it, (B) any order
of
any governmental authority or (C) any provision of any material indenture,
agreement or other instrument to which it or any of its affiliates, are a party
or by which any of them or any of their property is or may be bound and (iii)
this amendment constitutes its legal, valid and binding obligation, enforceable
against it (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium and similar laws affecting
creditors’ rights generally and to general principles of equity).
SECTION
5. Effectiveness
of Amendment.
(a) This
Amendment shall become effective as of the date first written
above.
(b) This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
(c) Upon
receipt of an Opinion of Counsel reasonably acceptable in form and substance
to
the Trustee and after the execution and delivery hereof, (i) this Amendment
shall be a part of the Trust Agreement, and (ii) each reference in the Trust
Agreement to “this Agreement” and “hereof”, “hereunder” or words of like import,
and each reference in any other document to the Trust Agreement shall mean
and
be a reference to the Trust Agreement as amended or modified
hereby.
SECTION
6. Execution
in Counterparts.
This
Amendment may be executed by the parties hereto in separate counterparts, each
of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. A facsimile counterparty shall be
effective as an original.
SECTION
7. Governing
Law.
THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK (OTHER THAN SECTION 5-1401
OF
THE NEW YORK GENERAL OBLIGATIONS LAW).
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[SIGNATURE
PAGES FOLLOW]
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized,
all as of the day and year first above written.
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XXXXXX
XXXXXXX CAPITAL I INC.,
as
Depositor
By:
/s/
Xxx
Xxx
Name:
Xxx Xxx
Title:
Vice President
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LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
By:
/s/
Xxxxx X
Xxxx
Name:
Xxxxx X. Xxxx
Title:
Assistant Vice
President
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