FREMONT HOME LOAN TRUST 2006-3 AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT Dated as of January 10, 2007 Fremont Home Loan Trust 2006-3 Asset- Backed Certificates, Series 2006-3
EXHIBIT
4.2
_____________________
AMENDMENT
NO. 1 TO POOLING AND SERVICING AGREEMENT
Dated
as
of January 10, 2007
_________________________
Asset-Backed
Certificates, Series 2006-3
AMENDMENT
NO. 1
AMENDMENT
NO. 1 (this “Amendment”) effective as of September 1, 2006, among Financial
Asset Securities Corp., as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A.,
as servicer effective January 1, 2007 and February 1, 2007 (the “Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
WHEREAS,
the Depositor, the Servicer and the Trustee, are parties to the Pooling and
Servicing Agreement, dated as of September 1, 2006 (the
“Agreement”);
WHEREAS,
Section 11.01 of the Agreement provides that the Agreement may be amended by
the
Depositor, the Servicer and the Trustee;
WHEREAS,
Section 11.01 of the Agreement provides that the Trustee will receive an opinion
stating that such Amendment will not adversely affect in any material respect
the interests of any Certificateholder; 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
The
definition of “Available Funds” is deleted in its entirety and replaced with the
following:
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments on the Mortgage
Loans due on the related Due Date and received on or prior to the related
Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Subsequent
Recoveries, Principal Prepayments, proceeds from repurchases of and
substitutions for such Mortgage Loans and other unscheduled recoveries of
principal and interest in respect of the Mortgage Loans received during the
related Prepayment Period, (c) the aggregate of any amounts received in respect
of a related REO Property withdrawn from any REO Account and deposited in the
Collection Account for such Distribution Date, (d) the aggregate of any amounts
deposited in the Collection Account by the Servicer in respect of related
Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate
of
any Advances made by the Servicer for such Distribution Date in respect of
the
Mortgage Loans, (f) the aggregate of any related advances made by the Trustee
in
respect of the Mortgage Loans for such Distribution Date pursuant to Section
7.02, (g) the amount of any Prepayment Charges collected by the Servicer in
connection with the full or partial prepayment of any of the Mortgage Loans
and
any Servicer Prepayment Charge Payment Amount, (h) with respect to the
Distribution Date immediately following the end of the Funding Period, any
amounts in the Pre-Funding Accounts (exclusive of any investment income therein)
after giving effect to any purchase of Subsequent Mortgage Loans, (i) with
respect to each Distribution Date during the Funding Period and on the
Distribution Date immediately following the end of the Funding Period, any
amounts withdrawn by the Trustee from the Interest Coverage Accounts for
distribution on the Certificates on such Distribution Date and (j) all income
and gain realized from the investment of funds deposited in the Distribution
Account during the Float Period over (ii) the sum of (a) amounts reimbursable
or
payable to the Servicer pursuant to Section 3.11(a), the Trustee pursuant to
Section 3.11(b) or the Swap Provider (including any New Swap Payment and Swap
Termination Payment owed to the Swap Provider but excluding any Swap Termination
Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event)
(b) amounts deposited in the Collection Account or the Distribution Account
pursuant to clauses (a) through (g) above, as the case may be, in error, (c)
the
amount of any Prepayment Charges collected by the Servicer in connection with
the full or partial prepayment of any of the Mortgage Loans and any Servicer
Prepayment Charge Payment Amount, (d) any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Section 8.05, and (e) any
Net
Swap Payment or Swap Termination Payment owed to the Swap Provider (other than
any Swap Termination Payment owed to the Swap Provider resulting from a Swap
Provider Trigger Event).
The
following definition is added in its entirety to Section 1.01 of the
Agreement:
“Float
Period”: With
respect to any Distribution Date and amounts in the Distribution
Account, the period commencing on the Servicer Remittance Date and ending
on the Business Day immediately preceding such Distribution Date.
The
definition of “Group I Interest Remittance Amount” is deleted in its entirety
and replaced with the following:
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group I Mortgage Loans or amounts
withdrawn from the Group I Interest Coverage Account and the Group I Allocation
Percentage of all income and gain realized from the investment of funds
deposited in the Dirstribution Account during the Float Period.
The
definition of “Group II Interest Remittance Amount” is deleted in its entirety
and replaced with the following:
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group II Mortgage Loans or amounts
withdrawn from the Group II Interest Coverage Account and the Group II
Allocation Percentage of all income and gain realized form the investment of
funds deposited in the Distribution Account during the Float
Period.
The
definition of “Trustee Compensation” is deleted in its entirety and replaced
with the following:
“Trustee
Compensation”: The Trustee Compensation shall be one Business Day of income
earned on amounts on deposit in the Distribution Account.
The
following is added as Section 3.12(d) of the Agreement:
Upon
receipt of written instructions from the majority Holder of the Class C
Certificates or if the Class C Certificates have been pledged pursuant to an
Indenture, the majority equity holder in such transaction (either such party,
the “Class C Holder”), the Trustee shall invest the funds on deposit in the
Distribution Account during the Float Period. Such instructions from the
Class C Holder shall remain in force until the Trustee receives written
instructions from the Class C Holder to cease investing such funds during the
Float Period. All income and gain realized from the investment of funds
deposited in the Distribution Account during the Float Period shall
be included in Available Funds for the related Distribution Date. The Class
C Holder shall deposit in the Distribution Account, from its own funds, the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in the Distribution Account during the
Float Period immediately upon notification of such loss. The Trustee may at
its
discretion, and without liability, hold the funds in the Distribution Account
after the Float Period uninvested.
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 indicated above when, and only
when, the Trustee shall have received executed counterparts of this Amendment
from the parties hereto.
6. This
Amendment may be executed in counterparts, all of which, taken together, shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 as of
the
date first above written.
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FINANCIAL
ASSET SECURITIES CORP.,
as
Depositor
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By:
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/s/
Xxx Xxxxxxxxxx
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Name:
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Xxx
Xxxxxxxxxx
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Title:
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Vice
President
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XXXXX
FARGO BANK, N.A., as Servicer
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By:
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/s/
Xxxxxx XxXxxxxx
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Name:
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Xxxxxx
XxXxxxxx
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Title:
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Vice
President
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DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
as Trustee
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxx
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Title:
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Vice
President
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By:
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/s/
Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxxx
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Title:
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Authorized
Signer
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