FIRST AMENDMENT, dated as of January 30, 1998 (this "Amendment") to
the Pooling and Servicing Agreement, dated as of December 1, 1997 (the
"Agreement") among Bear Xxxxxxx Mortgage Securities Inc., as Seller (the
"Seller"), Liberty Lending Services, Inc., as Master Servicer (the "Servicer")
and Bankers Trust Company of California, N.A., as Trustee (the "Trustee"),
concerning Bear Xxxxxxx Mortgage Securities Inc. Mortgage Pass- Through
Certificates Series 1997-6 (the "Certificates"). Terms not otherwise defined in
this Amendment shall have the meanings ascribed to such terms in the Agreement.
W I T N E S S E T H :
WHEREAS, a defect in Section 5.01(c) of the Agreement has been
discovered; and
WHEREAS, the Seller, the Servicer and the Trustee agree that as
currently written, Section 5.01(c) of the Agreement does not constitute the
intention of the parties to the Agreement; and
WHEREAS, the parties to the Agreement desire to execute this Amendment
to correct the defect to Section 5.01(c);
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, it is hereby agreed as follows:
ARTICLE 1. AMENDMENTS
1.1 AMENDMENT TO ARTICLE V. Section 5.01(c) of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof
effective as of December 1, 1997:
"(c) REMIC II will be evidenced by (x) the REMIC II Regular
Certificates, described below, which will be uncertificated and non-transferable
and are hereby designated as the "regular interests" in REMIC II and (y) the
Class R-2 Certificate, which is hereby designated as the single "residual
interest" in REMIC II. Principal and interest, and shortfalls, losses and
prepayments with respect to the Group 3 Mortgage Loans shall be allocable to the
Class II-3 Certificates. Principal will be paid on the Class II A-1.1 and II
A-1.2 Certificates and Realized Losses and Shortfalls will be allocated so as to
keep their aggregate principal balance equal to 1% of the principal balance of
the Class 1-A Certificates, and on the Class II A-2.1 and II A-2.2 Certificates
so as to keep their aggregate principal balance equal to 1% of the principal
balance of the Class 2-A Certificates. Principal, Realized Losses and Shortfalls
will be apportioned between the Class II A-1.1 and Class II A-1.2 Certificates
(and between the Class II A-2.1 and Class II A-2.2 Certificates) pro rata. REMIC
II Regular Certificates and the Class R-2 Certificate will have the following
designations and Pass-Through Rates, and distributions of principal and interest
thereon shall be allocated as described below:
REMIC II Initial Pass- Allocation Allocation
Certificates Balance ($) Through of of
Rate Principal Interest
(9) (9)
II A-1.1 1,669,432.64 (1) (7)
II A-1.2 169,249.42 (1) (7)
II A-2.1 169,249.60 (1) (7)
II A-2.2 17,158.76 (1) (7)
II-1/2 219,296,285.58 (1) (7)
II-3 144,303,606 (3) (5)
II-X N/A (6) (6)
II R-1 100.00 (1) R-1
R-2 100.00 (1) (8)
------------------------
(1) During each Interest Accrual Period, these Certificates will bear interest
at a variable Pass-Through Rate equal to the weighted average of 76.852867% of
the Net Rates of the Group 1 Mortgages and 73.329648% of the Net Rates of the
Group 2 Mortgage Loans.
(2) [intentionally omitted]
(3) During each Interest Accrual Period, the Class II-3 Certificates will bear
interest at a variable Pass-Through Rate equal to the weighted average of the
Net Rates of the Group 3 Mortgage Loans.
(4) [intentionally omitted]
(5) An amount equal to 76.4 basis points of interest on the Class II-3
Certificate will be allocated to the Class 3-X Certificates. All principal and
all remaining interest on the Class II-3 Certificate will be allocated to the
Group 3 Certificates other than the Class 3-X Certificates.
(6) An amount equal to 23.147133% times the interest on the Group I Mortgages
and 26.670352% times the interest paid on the Group II Mortgages will be paid to
the Class II-X Certificates and will be allocated to the Class X Certificates.
(7) Interest will be allocated to the Group 1-2 Subordinate Certificates in an
aggregate amount equal to the principal balance of the Class II A-1.1, Class II
A-1.2, Class II A-2.1, Class II A-2.2 and Class II-1/2 Certificates multiplied
by (a)the weighted average interest rate of such Certificates minus (b)100 times
the weighted average interest rate of such Certificates, where for purposes of
clause (b) the Class II A-1.1 and Class II A-1.2 Certificates are held to a cap
and floor of 76.852867% of the Weighted Average Net Rates of the Group 1
Mortgage Loans, the Class II A-2.1 and Class II A-2.2 Certificates are held to a
cap and floor of 73.329684% of the Weighted Average Net Rates of the Group 2
Mortgage Loans and the Class II-1/2 Certificate is held to a cap and floor of
zero. The interest allocated to the Group 1-2 Subordinate Certificates will be
allocated pro rata among such Certificates (subject to reallocation due to
losses).
(8) Available funds, if any, remaining in REMIC II after payments of interest
and principal, as designated above, will be distributed to the Class R-2
Certificate. Principal from the Group 1 Mortgages will be distributed first to
the Class II R-1 and Class R-2 Certificates, pro rata, until their principal
amounts are reduced to zero.
(9) Principal and interest are specifically allocated only where and to the
extent necessary to satisfy the REMIC Provisions, or to clarify the
determination of distributions."
ARTICLE 2 MISCELLANEOUS
2.1 LIMITED EFFECT. Except as expressly amended hereby, all of the
provisions, covenants, terms and conditions of the Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its terms.
2.2 GOVERNING LAW. This Amendment and the rights and obligations of
the parties hereto shall be governed by, and construed in accordance with, the
laws of the State of New York, without giving effect to the conflict of law
principles thereof.
2.3 COUNTERPARTS. This Amendment may be executed by one or more of the
parties on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
BEAR XXXXXXX MORTGAGE SECURITIES INC.,
as Seller
By: /S/ XXXXXX X. XXXXXXXXX, XX.
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President/Asst. Secretary
LIBERTY LENDING SERVICES, INC.
as Master Servicer
By: /S/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By: /S/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Assistant Secretary
