EXHIBIT 99.1
EXECUTION COPY
Amendment to Pooling and Servicing Agreement
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This Amendment to that certain Pooling and Servicing
Agreement identified on Exhibit A attached hereto (the "Servicing Agreement")
is entered into as of March 6, 2002 by and among ASSET BACKED SECURITIES
CORPORATION, in its capacity as Depositor ("ABSC"), FAIRBANKS CAPITAL CORP.,
in its capacity as a Servicer ("Fairbanks"), LONG BEACH MORTGAGE COMPANY, in
its capacity as a Servicer ("Long Beach"), and U.S. BANK NATIONAL ASSOCIATION,
in its capacity as Trustee ("U.S. Bank").
WHEREAS, in connection with its duties and obligations under
the Servicing Agreement, Fairbanks is required to make certain P&I Advances
and certain Servicing Advances (as such terms are defined in the Servicing
Agreement);
WHEREAS, in order to make P&I Advances and Servicing
Advances, Fairbanks wishes to borrow funds pursuant to a financing arrangement
with JPMorgan Chase Bank; and
WHEREAS, pursuant to such financing arrangement, Fairbanks
desires to pledge as collateral certain of its rights under the Servicing
Agreement;
NOW, THEREFORE, pursuant to the provisions of the Servicing
Agreement concerning the correction, modification or supplementation of any
provisions thereof, and in consideration of the amendments, agreements and
other provisions herein contained and of certain other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, it is hereby agreed among ABSC, Fairbanks, Long Beach and
U.S. Bank as follows:
A. Amendment of Section 6.04. The second paragraph of
Section 6.04 of the Servicing Agreement shall be
amended to read as follows:
Except as expressly provided herein, no Servicer shall
assign or transfer any of its rights, benefits or privileges
hereunder to any other Person, nor delegate to or
subcontract with, nor authorize or appoint any other Person
to perform any of the duties, covenants or obligations to be
performed by such Servicer hereunder. The foregoing
prohibition on assignment shall not prohibit any Servicer
from designating a Sub-Servicer as payee of any
indemnification amount payable to such Servicer hereunder;
provided, however, that as provided in Section 3.06 hereof,
no Sub-Servicer shall be a third-party beneficiary hereunder
and the parties hereto shall not be required to recognize
any Sub-Servicer as an Indemnitee under this Agreement. In
addition, Fairbanks may pledge its rights to receive
reimbursement for P&I Advances and Servicing Advances owed
to it under the Servicing Agreement as collateral under any
financing arrangement.
If, pursuant to any provision hereof, the duties of any
Servicer are transferred to a successor Servicer, the entire
amount of the Servicing Fee and other compensation payable
to such Servicer pursuant hereto shall thereafter be payable
to such successor Servicer.
B. Successors and Assigns. This Amendment shall be binding upon
the parties hereto and their respective successors and
assigns.
C. Section Headings. The various headings and sub-headings of
this Amendment are inserted for convenience only and shall
not affect the meaning or interpretation of this Amendment
or the Servicing Agreement or any provision hereof or thereof.
D. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE (WITHOUT REGARD
TO CHOICE OF LAW PRINCIPLES) LAWS OF THE STATE OF NEW YORK
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
E. Counterparts. This Amendment may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, including without limitation counterparts
transmitted by facsimile, each of which, when so executed,
shall be deemed to be an original and such counterparts,
together, shall constitute one and the same agreement.
[Signature Page To Follow]
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IN WITNESS WHEREOF, each undersigned party has caused this Amendment
to be duly executed by one of its officers thereunto duly authorized as of the
6th day of March, 2002.
ASSET BACKED SECURITIES CORPORATION,
as Depositor
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Vice President
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FAIRBANKS CAPITAL CORP.,
as a Servicer
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Executive Vice President
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LONG BEACH MORTGAGE COMPANY,
as a Servicer
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: First Vice President
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ X. Xxxxxxxxxxxxxx
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Name: X. Xxxxxxxxxxxxxx
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Title: Vice President
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EXHIBIT A
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Pooling and Servicing Agreement relating to Asset Backed Securities
Corporation Home Equity Loan Trust 2002-HE1, among Asset Backed Securities
Corporation, as Depositor, Fairbanks Capital Corp., as a Servicer, Long Beach
Mortgage Company, as a Servicer, and U.S. Bank National Association, as
Trustee, dated as of January 1, 2002.
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