EXHIBIT 4.2
XXXXXX XXXXXXX ABS CAPITAL INC. TRUST 2006-HE5
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AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT
Dated as of November 21, 2006
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Xxxxxx Xxxxxxx ABS Capital I Inc. Trust 2006-HE5
Mortgage Pass-Through Certificates, Series 2006-HE5
AMENDMENT NO. 1
This AMENDMENT NO. 1 (this "Amendment"), effective as of June 1,
2006, is among XXXXXX XXXXXXX ABS CAPITAL I INC., a Delaware corporation, as
depositor (the "Depositor"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas
limited partnership ("Countrywide Servicing"), as a servicer, XXXXX FARGO BANK,
NATIONAL ASSOCIATION, a national banking association ("Xxxxx Fargo"), as a
servicer and a custodian, BARCLAYS CAPITAL REAL ESTATE INC. D/B/A HOMEQ
SERVICING CORPORATION ("HomEq"), as a servicer, NEW CENTURY MORTGAGE
CORPORATION, a California corporation ("New Century" and, together with
Countrywide Servicing, Xxxxx Fargo and HomEq, in its capacity as servicer, the
"Servicers"), NC CAPITAL CORPORATION, a California corporation, as a responsible
party ("NC Capital"), WMC MORTGAGE CORP., a California corporation, as a
responsible party ("WMC"), DECISION ONE MORTGAGE COMPANY, LLC, as a responsible
party (together with NC Capital and WMC, the "Responsible Parties"), DEUTSCHE
BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the
"Trustee") and LASALLE BANK NATIONAL ASSOCIATION, as a custodian ("LaSalle" and,
together with Xxxxx Fargo in its capacity as custodian, the "Custodians").
PRELIMINARY STATEMENT
WHEREAS, the Depositor, the Servicers, the Responsible Parties, the
Custodians and the Trustee, are parties to the Pooling and Servicing Agreement,
dated as of June 1, 2006 (the "Agreement");
WHEREAS, Section 10.01 of the Agreement provides that the Agreement
may be amended by the Depositor, the Servicers, the Responsible Parties, the
Custodians and the Trustee; and
NOW, THEREFORE, in consideration of the foregoing and of other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
2. Amendments:
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Agreement as provided in Exhibit A attached hereto. Language
appearing double underlined on Exhibit A will be added to the Agreement and
language appearing in strikethrough will be removed from the Agreement.
3. Except as expressly modified or amended in this Amendment, all of
the terms, covenants, provisions, agreements and conditions of the Agreement are
hereby ratified and confirmed in every respect and shall remain unmodified and
unchanged and shall continue in full force and effect.
4. The Depositor certifies that all conditions for the execution of
this Amendment have been satisfied.
5. This Amendment shall become effective as of the date hereof when,
and only when, the Agent shall have received executed counterparts of this
Amendment from the parties hereto.
6. This Amendment may be executed in counterparts, each of which
shall be an original but all of which, taken together, shall constitute one and
the same instrument. This Amendment shall be construed in accordance with the
laws of the State of New York (excluding provisions regarding conflicts of laws)
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such law.
IN WITNESS WHEREOF, the parties have duly executed this Amendment
No. 1 as of the date first above written.
XXXXXX XXXXXXX ABS CAPITAL I INC.,
as Depositor
By:/s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Managing Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Servicer
By:/s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Custodian
By:/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
By:/s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
BARCLAYS CAPITAL REAL ESTATE INC. D/B/A
HOMEQ SERVICING CORPORATION,
as Servicer
By:/s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President
NEW CENTURY MORTGAGE CORPORATION,
as Servicer
By:/s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: SVP
WMC MORTGAGE CORP.,
as Responsible Party
By:/s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
NC CAPITAL CORPORATION,
as Responsible Party
By:/s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: SVP
DECISION ONE MORTGAGE
COMPANY, LLC,
as Responsible Party
By:/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President Secondary
DEUTSCHE BANK NATIONAL TRUST COMPANY,
solely as Trustee and not in its
individual capacity
By:/s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Associate
By:/s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Custodian
By:/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
