EXECUTION COPY
AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT
AMENDMENT NO. 1, dated as of February 28, 2007 (this "Amendment"),
among XXXXXXX XXXXX MORTGAGE INVESTORS, INC. (the "Depositor"), WILSHIRE CREDIT
CORPORATION (the "Servicer") and LASALLE BANK NATIONAL ASSOCIATION (the
"Trustee"), to the Pooling and Servicing Agreement, dated as of October 1, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, the Servicer and
the Trustee, relating to the Xxxxxxx Xxxxx Mortgage Investors Trust Mortgage
Loan Asset-Backed Certificates, Series 2005-SL3.
RECITALS
WHEREAS, Section 10.01(ii) of the Agreement provides that the Agreement
may be amended from time to time without the consent of the Certificateholders
to correct, modify or supplement any provision of the Pooling and Servicing
Agreement which may be inconsistent with the Prospectus Supplement; and
WHEREAS, in accordance therewith, by the execution and delivery of this
Amendment, the parties hereby amend the Agreement to the extent and on the terms
set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, each party hereto agrees as follows for the benefit of the other
parties and for the benefit of the Certificateholders::
SECTION 1. Defined Terms. Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.
SECTION 2. Amendment. The parties hereto agree to amend the Pooling and
Servicing Agreement as provided herein:
The definition of "Trigger Event" in Article I of the Pooling and
Servicing Agreement is hereby amended by deleting the percentage "16.00%" and
replacing it with the percentage "11.00%".
SECTION 3. Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, all of the terms and conditions of the Agreement
shall remain in full force and effect. All references to the Agreement in any
other document or instrument shall be deemed to mean such Agreement as amended
by this Amendment. This Amendment shall not constitute a novation of the
Agreement but shall constitute an amendment thereof. The parties hereto agree to
be bound by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set forth
herein.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.
SECTION 5. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
SECTION 6. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Amendment for any reason
whatsoever shall be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Amendment and shall in no way affect the validity or
enforceability of the other provisions of this Amendment.
SECTION 7. Successors and Assigns. The provisions of this Amendment
shall be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Certificateholders.
SECTION 8. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
[NO FURTHER TEXT ON THIS PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the day and year
first above written.
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.,
as Depositor
By:
-------------------------------------
Name:
Title:
WILSHIRE CREDIT CORPORATION,
as Servicer
By:
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Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Trustee
By:
-------------------------------------
Name:
Title:
