AMENDMENT NO. 1 TO POOLING
AND SERVICING AGREEMENT
This AMENDMENT NO. 1 is dated September 18, 2006
(“Amendment No. 1”), among BAYVIEW FINANCIAL SECURITIES
COMPANY, LLC, as depositor (“BFSC” or the
“Depositor”), WELLS FARGO BANK, N.A., as master
servicer (the “Master Servicer”) and U.S. BANK NATIONAL
ASSOCIATION, not in its individual capacity, but solely as trustee
(the “Trustee”) and shall be deemed to be effective for
purposes of the accrual of interest on the LIBOR Certificates as of
August 28, 2006.
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer and
the Trustee heretofore executed and delivered a pooling and
servicing agreement dated as of January 1, 2006, relating to
Bayview Financial Mortgage Pass-Through Trust 2006-A Mortgage
Pass-Through Certificates, Series 2006-A (the “Pooling and
Servicing Agreement”);
WHEREAS, the Depositor, the Master Servicer and
the Trustee desire to amend the Pooling and Servicing Agreement
with respect to certain matters set forth herein;
WHEREAS, Section 10.05(a)(ii) of the Pooling and
Servicing Agreement provides that such agreement may be amended
without the consent of any of the Holders of the Certificates to
correct any error or to conform the provisions thereof to
statements made in the Prospectus;
NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed, as follows:
ARTICLE I
AMENDMENT OF THE POOLING AND
SERVICING AGREEMENT
Section 1.01. Amendment of Pooling and
Servicing Agreement .
(a) The Preliminary Statement in the Pooling and
Servicing Agreement shall be amended as follows:
(i) By deleting in the
“Certificates:” subsection thereof the first sentence
in footnote (6) in its entirety and replacing it with the
following:
The lesser of
(i) LIBOR plus 0.120% and (ii) the Pool 2 Available Funds Cap;
provided, that if the Master Servicer does not exercise the option
to purchase the Mortgage Loans and the related property pursuant to
Section 10.02(a) on the Distribution Date on which it is first
entitled to do so, then with respect to each subsequent
Distribution Date, the per annum rate calculated pursuant to clause
(i) will be LIBOR plus 0.180%.
(ii) By deleting in the
“Certificates:” subsection thereof the first sentence
in footnote (16) in its entirety and replacing it with the
following:
The lesser of
(i) LIBOR plus 0.750% and (ii) the Subordinate Available Funds Cap;
provided, that if the Master Servicer does not exercise the option
to purchase the Mortgage Loans and the related property pursuant to
Section 10.02(a) on the Distribution Date on which it is first
entitled to do so, then with respect to each subsequent
Distribution Date, the per annum rate calculated pursuant to clause
(i) will be LIBOR plus 1.125%.
(iii) By deleting in the
“Certificates:” subsection thereof the first sentence
in footnote (17) in its entirety and replacing it with the
following:
The lesser of
(i) LIBOR plus 1.350% and (ii) the Subordinate Available Funds Cap;
provided, that if the Master Servicer does not exercise the option
to purchase the Mortgage Loans and the related property pursuant to
Section 10.02(a) on the Distribution Date on which it is first
entitled to do so, then with respect to each subsequent
Distribution Date, the per annum rate calculated pursuant to clause
(i) will be LIBOR plus 2.025%.
(iv) By deleting in the �
