BEAR STEARNS ASSET BACKED SECURITIES I LLC, as Company, WELLS FARGO BANK, N.A. as RMBS Master Servicer and Securities Administrator, and as Grantor Trustee AMENDMENT NO. 1 dated as of June 5, 2006 TO THE GRANTOR TRUST AGREEMENT dated as of October 7,...
EXHIBIT
3.1
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
as
Company,
XXXXX
FARGO BANK, N.A.
as
RMBS
Master Servicer and Securities Administrator,
and
U.S.
BANK
NATIONAL ASSOCIATION,
as
Grantor Trustee
_______________________
AMENDMENT
NO. 1
dated
as
of June 5, 2006
TO
THE
GRANTOR
TRUST AGREEMENT
dated
as
of October 7,
2005
_______________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
AMERICAN
HOME MORTGAGE INVESTMENT TRUST 2005-4
GRANTOR
TRUST CERTIFICATES, SERIES 2005-4
AMENDMENT
NO. 1 dated as of June 5, 2006, among Bear Xxxxxxx Asset Backed Securities
I
LLC, as company (the “Company”), Xxxxx Fargo Bank, N.A., as RMBS master servicer
(in such capacity, the “RMBS Master Servicer”) and as securities administrator
(in such capacity, the “Securities
Administrator”),
and
U.S. Bank National Association, as grantor trustee (the “Grantor Trustee”), to
the Grantor Trust Agreement, dated as of October 7, 2005, among the Company,
the
RMBS Master Servicer and Securities Administrator and the Grantor Trustee (the
“Agreement”). Capitalized terms not defined herein have the meanings assigned to
them in the Agreement.
1. The
amendment is effected pursuant to Section 9.03 of the Agreement.
2.
Section
7.13 is hereby added to the Agreement and reads as follows:
Section
7.13 EXCHANGE
ACT REPORTING
(a) The
Securities Administrator and the RMBS Master Servicer shall reasonably cooperate
with the Issuer and the Depositor in connection with the Trust’s satisfying the
reporting requirements under the Exchange Act. The Securities Administrator
shall prepare on behalf of the Trust any Forms 8-K, or other comparable Form
containing the same or comparable information or other information mutually
agreed upon, described below and 10-K customary for similar securities as
required by the Exchange Act and the Rules and Regulations of the Commission
thereunder. The Depositor shall sign (or shall cause another entity acceptable
to the Commission to sign) such forms. The Securities Administrator shall file
(via the Commission’s Electronic Data Gathering and Retrieval System) such forms
on behalf of the Depositor or Issuer (or such other entity). The Depositor
and
the Issuer hereby grant to the Securities Administrator a limited power of
attorney to execute any Form 8-K and file each such document on behalf of the
Depositor and the Issuer. Such power of attorney shall continue until the
earlier of (i) receipt by the Securities Administrator from the Depositor and
the Issuer of written termination of such power of attorney and (ii) the
termination of the Trust. Notwithstanding anything herein or in the Indenture
to
the contrary, the RMBS Servicer, and not the Securities Administrator, shall
be
responsible for executing each Form 10-K filed on behalf of the
Trust.
(b) The
Depositor shall prepare and file or cause to be prepared and filed the initial
current report on Form 8-K for the Issuer. Within 15 days after each
Distribution Date, a Form 8-K (or other comparable form, as described above)
shall be filed by the Securities Administrator with a copy of the statement
to
the Certificateholders for such Distribution Date as an exhibit thereto. On
or
prior to January 30th of the first year in which the Securities Administrator
is
able to do so under applicable law, the Securities Administrator shall prepare
and file a Form 15 Suspension Notice relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act. Prior to (unless
and
until a Form 15 Suspension Notice shall have been filed) March 31st
of each
year (or such earlier date as may be required or permitted by the Exchange
Act
and the Rules and Regulations of the Commission), the Securities Administrator
shall file a Form 10-K, in substance conforming to industry standards and as
required by applicable law or applicable Commission staff’s interpretations. The
Securities Administrator shall prepare the Form 10-K and provide the RMBS
Servicer with such Form 10-K no later than March 25th
of each
year. The RMBS Servicer shall execute such Form 10-K and shall provide the
original of such executed Form 10-K to the Securities Administrator no later
than March 27th
of each
year. Such Form 10-K shall include as exhibits the accountant’s report, the RMBS
Servicer’s annual statement of compliance and accountant’s report, each as
described in the Operative Documents and the Sarbanes Oxley Certification,
signed by the RMBS Servicer, in each case to the extent required and timely
delivered to the Securities Administrator, and other documentation to be
provided by the RMBS Servicer. If they are not so timely delivered, the
Securities Administrator shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the
Securities Administrator. The Securities Administrator shall have no liability
with respect to any failure to properly prepare or file such periodic reports
resulting from or relating to the Securities Administrator’s inability or
failure to obtain any information not resulting from its own negligence or
willful misconduct.
(c) In
addition, (i) the Securities Administrator shall indemnify and hold harmless
the
Issuer and the Depositor and their officers, directors and Affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a failure of the Securities Administrator to
deliver the certification referred to in clause (c) above, and (ii) the
Securities Administrator shall indemnify and hold harmless the Issuer, the
Depositor and their respective officers, directors and Affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Securities Administrator’s
obligations under this Section 7.13 or the Securities Administrator’s
negligence, bad faith or willful misconduct in connection
therewith.
(d) Notwithstanding
any other provision of the Basic Documents, the provisions of this Section
7.13
may be amended by the RMBS Master Servicer, the Issuer, the Securities
Administrator and the Indenture Trustee with the consent of the Insurer, but
without the consent of the Securityholders.
[Signature
Page Follows]
The
undersigned have executed this Amendment of the date hereof.
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BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
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as
Company
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By:
/s/
Xxxxx Xxxxxxxxxxx
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Name:
Xxxxx Xxxxxxxxxxx
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Title:
Vice President
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XXXXX
FARGO BANK, N.A.
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as
Securities Administrator
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By:
/s/
Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Officer
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U.S.
BANK NATIONAL ASSOCIATION
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as
Grantor Trustee
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By:
/s/
Xxxxx X. Xxxxx
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Name:
Xxxxx X. Xxxxx
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Title:
Vice President
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Solely
with respect to Section 7.13,
AMERICAN
HOME MORTGAGE ACCEPTANCE, INC.
as
RMBS
Servicer
By:
/s/ Xxxx X. Xxxx
Name:
Xxxx X. Xxxx
Title:
Executive Vice President
General
Counsel & Secretary
Acknowledged,
Consented to and Agreed:
FINANCIAL
GUARANTY INSURANCE COMPANY,
By:
/s/
Xxxxxxxx Xxxxxxx
Name:
Xxxxxxxx Xxxxxxx
Title:
Vice President
