Exhibit 10.1
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EQCC RECEIVABLES CORPORATION,
AND
EQUICREDIT CORPORATION OF AMERICA,
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AMENDMENT NO. 1 TO
TRANSFER AGREEMENT
Dated as of June 1, 2002
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EQCC TRUST 2001-1F,
EQCC ASSET BACKED CERTIFICATES, SERIES 2001-1F
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AMENDMENT NO. 1 (this "Amendment"), dated as of June 1, 2002, to the
Transfer Agreement, dated as of December 1, 2001 (as amended, the "Transfer
Agreement"), by and between EQCC RECEIVABLES CORPORATION (the "Tranferee") and
EQUICREDIT CORPORATION OF AMERICA, (the "Transferor").
PRELIMINARY STATEMENT
Section 7.01 of the Transfer Agreement provides, inter alia, that the
Transfer Agreement may be amended from time to time by the Transferor and the
Transferee with the prior written consent of the Certificate Insurer; provided,
however, that such action shall not adversely affect the rights of the
Certificateholders under the Pooling and Servicing Agreement unless consented to
by a Majority in Voting Interest of the Certificates.
All capitalized terms not otherwise defined herein are defined in the
Transfer Agreement. All Article, Section or Subsection references herein shall
mean Articles, Sections or Subsections of the Transfer Agreement, except as
otherwise provided herein.
SECTION 1. Amendments.
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(a) Section 3.02, Representations and Warranties as to the Individual
Mortgage Loans and the Mortgage Pool, is hereby amended by inserting
the following:
(ddd) No proceeds from any Mortgage Loan in Mortgage Loan Group 1,
Mortgage Loan Group 2 or Mortgage Loan Group 3 were used to finance
single-premium credit insurance policies.
(eee) No Mortgage Loan in Mortgage Loan Group 1, Mortgage Loan Group 2
or Mortgage Loan Group 3 will impose a prepayment premium for a term in
excess of five years.
(b) In Section 3.03, Purchase and Substitution, the last sentence of the
first paragraph is hereby deleted in its entirety and replaced with the
following:
Notwithstanding the foregoing, the breach of the
representation and warranty in each of Section 3.02(uu),
3.02(yy), Section 3.02(ddd) and Section 3.02(eee) of the
Pooling and Servicing Agreement shall constitute a Material
Breach, and the related Mortgage Loan must be repurchased or
substituted by no later than the third Business Day following
the 60th day after the Transferor's receipt of actual
knowledge that such Mortgage Loan is subject to HOEPA or that
such representation was breached.
SECTION 2. Acknowledgement; Consent and Ratification by Certificate Insurer.
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The Certificate Insurer, in satisfaction of the requirements under
Section 7.01 of the Transfer Agreement, hereby consents to the modifications
contemplated in this Amendment.
SECTION 3. Transfer Agreement Ratification.
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Except as modified hereby, the provisions of the Transfer Agreement are
ratified and confirmed and remain in full force and effect, and nothing herein
shall be construed as a substitution or novation of the obligations outstanding
thereunder. Whenever the term "Transfer Agreement" is used in any of the Basic
Documents, it shall mean and refer to the Transfer Agreement as modified
pursuant to this Amendment.
SECTION 4. Ratification by Guarantor.
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Bank of America, N.A., as the guarantor under a Guaranty, dated as of
December 14, 2001, pursuant to which it guarantees the performance by the
Transferor of certain of the Transferor's obligations under the Transfer
Agreement (the "Guaranty"), hereby approves, ratifies, confirms and acknowledges
this Amendment, and affirms and restates as of the date hereof that its
obligations pursuant to the Guaranty are unaffected by this Amendment and shall
remain in full force and effect.
SECTION 5. Counterparts.
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This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.
SECTION 6. Governing Law.
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THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PROVISION OF
SUCH LAWS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
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IN WITNESS WHEREOF, the Transferee and the Transferor have caused this
Amendment to be duly executed by their respective officers thereunto duly
authorized as of the date first above written.
EQCC RECEIVABLES CORPORATION, as
Transferee
By:
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Name:
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Title:
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EQUICREDIT CORPORATION OF AMERICA, as
Transferor
By:
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Name:
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Title:
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For the purpose of Section 2 only,
AMBAC ASSURANCE CORPORATION,
as Certificate Insurer.
By:
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Name:
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Title:
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For the purpose of Section 4 only,
BANK OF AMERICA, N.A.,
as Guarantor.
By:
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Name:
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Title:
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[Amendment No. 1 to Transfer Agreement]
