Exhibit 4.1
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EQCC RECEIVABLES CORPORATION,
EQUICREDIT CORPORATION OF AMERICA,
BANK OF AMERICA, N.A. (as Advancing Party),
FAIRBANKS CAPITAL CORP.
AND
THE BANK OF NEW YORK (as Trustee)
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AMENDMENT NO. 1 TO
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2002
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EQCC TRUST 2001-1F,
EQCC ASSET BACKED CERTIFICATES, SERIES 2001-1F
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AMENDMENT NO. 1 (this "Amendment"), dated as of June 1, 2002, to the
Pooling and Servicing Agreement, dated as of December 1, 2001 (as amended, the
"Pooling and Servicing Agreement"), by and among EQCC RECEIVABLES CORPORATION
(the "Depositor"), EQUICREDIT CORPORATION OF AMERICA, (the "Transferor"), BANK
OF AMERICA, N.A., as Advancing Party (the "Advancing Party"), FAIRBANKS CAPITAL
CORP. (the "Servicer"), and THE BANK OF NEW YORK, as Trustee (the "Trustee").
PRELIMINARY STATEMENT
Section 13.02(b) of the Pooling and Servicing Agreement provides, inter
alia, that the Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Transferor, the Servicer, and the Trustee, with the
consent of the Certificate Insurer and the NIMS Insurer (if any), and the
Majority in Aggregate Voting Interest and the Holders of the majority of the
Percentage Interest in the Class R-I, Class R-II and Class R-III Certificates
for the purpose of adding any provision to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement.
All capitalized terms not otherwise defined herein are defined in the
Pooling and Servicing Agreement. All Article, Section or Subsection references
herein shall mean Articles, Sections or Subsections of the Pooling and Servicing
Agreement, except as otherwise provided herein.
SECTION 1. Amendments.
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(a) Section 3.02, Assignment of Transfer Agreement; Representations and
Warranties as to the Individual Mortgage Loans and the Mortgage Pool,
is hereby amended by inserting the following:
(ccc) Credit Insurance. No proceeds from any Mortgage Loan in
Mortgage Loan Group 1, Mortgage Loan Group 2 or Mortgage Loan Group
3 were used to finance single-premium credit insurance policies.
(ddd) Prepayment Penalties. No Mortgage Loan in Mortgage Loan Group
1, Mortgage Loan Group 2 or Mortgage Loan Group 3 will impose a
prepayment premium for a term in excess of five years.
(b) Section 3.02(bbb), Transfer Agreement, is hereby deleted in its
entirety and replaced with the following:
(bbb) Transfer Agreement. The representations and warranties with
respect to the Mortgage Loans and Mortgage Pool set forth in
Section 3.02, other than this Section 3.02(bbb), have been made to
the Depositor by the Transferor pursuant to Section 3.02 of the
Transfer Agreement with respect to the Mortgage Loans and the
Mortgage Pool, and each of the Trustee and the Certificate Insurer
and the NIMS Insurer is entitled to rely thereon.
(c) In Section 3.03, Purchase and Substitution, the last sentence of the
first paragraph is hereby deleted in its entirety and replaced with the
following:
Notwithstanding the foregoing, the breach of the representation and
warranty in each of Section 3.02(uu), Section 3.02(ccc) and Section
3.02(ddd) shall constitute a Material Breach, and the related
Mortgage Loan must be repurchased or substituted by no later than
the third Business Day following the 60th day after the
Transferor's receipt of actual knowledge that such Mortgage Loan is
subject to HOEPA or that such representation was breached.
(d) Section 5.01, Duties of the Servicer; Substitution Arrangements, is
hereby amended by inserting the following:
(i) Credit Reporting. The Servicer, with respect to each
Mortgage Loan, will accurately and fully report the
Mortgagor's credit files to each of Equifax Information
Services, Experian and TransUnion LLC in a timely manner.
(e) Section 13.02, Amendment, is hereby amended by inserting "the Advancing
Party," after "the Transferor," wherever that term appears.
SECTION 2. Acknowledgement; Consent and Ratification by Certificate Insurer.
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The Certificate Insurer, in satisfaction of the requirements under
Section 13.02(a) of the Pooling and Servicing Agreement, hereby consents to the
modifications contemplated in this Amendment. The Certificate Insurer affirms
and restates as of the date hereof that its obligations pursuant to the
Certificate Insurance Policies are unaffected by this Amendment and shall remain
in full force and effect.
SECTION 3. Pooling and Servicing Agreement Ratification.
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Except as modified hereby, the provisions of the Pooling and Servicing
Agreement are ratified and confirmed and remain in full force and effect, and
nothing herein shall be construed as a substitution or novation of the
obligations outstanding thereunder. Whenever the term "Pooling and Servicing
Agreement" is used in any of the Basic Documents, it shall mean and refer to the
Pooling and Servicing Agreement as modified pursuant to this Amendment.
SECTION 4. Ratification by Guarantor.
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Bank of America, N.A., as the guarantor under a Guaranty, dated as of
December 14, 2001, pursuant to which it guarantees the performance by the
Transferor of certain of the Transferor's obligations under the Pooling and
Servicing Agreement (the "Guaranty"), hereby approves, ratifies, confirms and
acknowledges this Amendment, and affirms and restates as of the date hereof that
its obligations pursuant to the Guaranty are unaffected by this Amendment and
shall remain in full force and effect.
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SECTION 5. Conditions Precedent.
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The amendments contained in this Amendment shall not take effect until
the all of the Certificateholders have executed a written consent to this
Amendment.
SECTION 6. Counterparts.
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This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.
SECTION 7. Governing Law.
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THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PROVISION OF
SUCH LAWS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
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IN WITNESS WHEREOF, the Depositor, the Transferor, the Advancing Party,
the Servicer and the Trustee have caused this Amendment to be duly executed by
their respective officers thereunto duly authorized as of the date first above
written.
EQCC RECEIVABLES CORPORATION, as Depositor
By:
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Name:
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Title:
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EQUICREDIT CORPORATION OF AMERICA, as Transferor
By:
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Name:
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Title:
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BANK OF AMERICA, N.A., as Advancing Party
By:
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Name:
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Title:
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FAIRBANKS CAPITAL CORP., as Servicer
By:
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Name:
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Title:
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THE BANK OF NEW YORK, as Trustee
By:
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Name:
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Title:
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[1 of 2 Signature Pages]
[AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT]
For the purpose of Section 2 only,
AMBAC ASSURANCE CORPORATION,
as Certificate Insurer.
By:
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Name:
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Title:
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For the purpose of Section 4 only,
BANK OF AMERICA, N.A.,
as Guarantor.
By:
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Name:
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Title:
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[2 of 2 Signature Pages]
[AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT]
