MORGAN STANLEY ABS CAPITAL I
INC. TRUST 2006-NC4
_____________________
AMENDMENT NO. 1 TO POOLING
AND SERVICING AGREEMENT
Dated as of November 7,
2006
_________________________
Morgan Stanley ABS Capital I Inc.
Trust 2006-NC4
Mortgage Pass-Through Certificates,
Series 2006-NC4
AMENDMENT NO. 1
AMENDMENT NO. 1 (this “Amendment”)
effective as of June 1, 2006, among Morgan Stanley ABS Capital I
Inc., as depositor (the “Depositor”), Wells Fargo Bank,
N.A., as a servicer (“Wells Fargo”), New Century
Mortgage Corporation, as a servicer (“New Century” and
together with Wells Fargo, the “Servicers”), NC Capital
Corporation, as responsible party (the “Responsible
Party”) and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).
PRELIMINARY
STATEMENT
WHEREAS, the Depositor, the Servicers, the
Responsible Party and the Trustee, are parties to the Pooling and
Servicing Agreement, dated as of June 1, 2006 (the
“Agreement”);
WHEREAS, Section 10.01 of the Agreement provides
that the Agreement may be amended by the Depositor, the Servicers,
the Responsible Party and the Trustee; 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.
Amendment : In consideration of the mutual agreements
herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend the Agreement as
provided in Exhibit A, attached hereto. Language appearing double
underlined on Exhibit A will be added to the Agreement and language
appearing in strikethrough will be removed from the
Agreement.
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 hereof when, and only when, the Agent shall have received
executed counterparts of this Amendment from the parties
hereto.
6. This Amendment may be executed in counterparts,
each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument. This
Amendment shall be construed in accordance with the laws of the
State of New York (excluding provisions regarding conflicts of
laws) and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such
laws.
IN WITNESS WHEREOF, the parties have duly
executed this Amendment No. 1 as of the date first above
written.
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MORGAN STANLEY
ABS CAPITAL I INC.,
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By:
/s/ Steven Shapiro
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NC CAPITAL
CORPORATION, as Responsible
Party
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By:
/s/ Kevin Cloyd
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NEW CENTURY
MORTGAGE
CORPORATION, as
a Servicer
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By:
/s/ Kevin Cloyd
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WELLS FARGO
BANK, N.A., as a Servicer
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By:
/s/ Laurie McGoogan
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DEUTSCHE BANK
NATIONAL TRUST
COMPANY, as
Trustee
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By:
/s/ Barbara Campbell
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Exhibit
A
Section 10.07 Assignment; Sales;
Advance Facilities162
Section 10.08 Limitation on Rights
of Certificateholders163
Section 10.09 Inspection and Audit
Rights164
Section 10.10 Certificates
Nonassessable and Fully Paid164
Section 10.11 Rule of
Construction164
Section 10.12 Waiver of Jury
Trial164
Section 10.13 Rights of the Swap
Provider164
Section 10.14 Regulation AB
Compliance; Intent of the Parties; Reasonableness.164
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Schedule
I
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Mortgage Loan
Schedule
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Schedule
II
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Representations
and Warranties of New Century Mortgage Corporation, as
Servicer
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Schedule
III
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Representations
and Warranties of the Responsible Party as to the Mortgage
Loans
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Schedule
IV
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Representations
and Warranties of the Responsible Party as to the Responsible
Party
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Schedule
V
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Representations
and Warranties of Morgan Stanley ABS Capital I Inc. as to the
Mortgage Loans
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Schedule
VI
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Representations
and Warranties of Wells Fargo Bank, N.A., as Servicer
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Exhibit
A
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Form of Class
A, Class M and Class B Certificate
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Exhibit
B
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Form of Class P
Certificate
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Exhibit
C
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Form of
Class R Certificate ResidualCertificates
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Form of Class X
Certificate
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Exhibit
E
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Form of Initial
Certification of Trustee
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Exhibit
F
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Form of
Document Certification and Exception Report of Trustee
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Exhibit
G
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Form of
Residual Transfer Affidavit
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Exhibit
H
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Form of
Transferor Certificate
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Exhibit
I
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Form of Rule
144A Letter
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Exhibit
J
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Form of Request
for Release
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Exhibit
K
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Form of
Contents for Each Mortgage File
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Exhibit
L
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Form of
Certification to be provided with Form 10-K
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Exhibit
M
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Form of
Certification to be provided by the Trustee to be provided to
Depositor
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Exhibit
N
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Form of
Certification of the Servicer to be provided by the applicable
Servicer to Depositor
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Exhibit
O
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Form of
Servicer Power of Attorney
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Exhibit
P
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Servicing
Criteria
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Exhibit
Q
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Additional Form
10-D Disclosure
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Exhibit
R
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Additional Form
10-K Disclosure
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Exhibit
S
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Form 8-K
Disclosure Information
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REMIC III
As provided herein, the Trustee will make an
election to treat the segregated pool of assets consisting of the
REMIC II Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III”. The R-III Interest will represent the sole
class of “residual interests” in REMIC III for purposes
of the REMIC Provisions. The following table irrevocably sets forth
the Class designation, Pass-Through Rate and Initial Certificate
Principal Balance for each Class of Certificates that represents
one or more of the “regular interests” in REMIC III
created hereunder:
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Class Designation
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Initial Certificate
Principal Balance
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Pass-Through Rate
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Assumed Final
Distribution Date(1)
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Class
A-1
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$
536,150,000.00
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(2)
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March 25, 2036
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Class
A-2a
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$
575,060,000.00
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(2)
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March 25, 2036
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Class
A-2b
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$
182,020,000.00
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(2)
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March 25, 2036
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Class
A-2c
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$
234,060,000.00
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(2)
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March 25, 2036
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Class
A-2d
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$
145,570,000.00
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(2)
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March 25, 2036
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Class
M-1
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$
102,464,000.00
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(2)
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March 25, 2036
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Class
M-2
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$
100,307,000.00
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(2)
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March 25, 2036
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Class
M-3
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$
34,514,000.00
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(2)
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March 25, 2036
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Class
M-4
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$
38,829,000.00
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(2)
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March 25, 2036
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Class
M-5
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$
34,514,000.00
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(2)
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March 25, 2036
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Class
M-6
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$
30,200,000.00
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(2)
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March 25, 2036
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Class
B-1
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$
31,279,000.00
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(2)
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March 25, 2036
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Class
B-2
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$
23,729,000.00
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(2)
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March 25, 2036
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Class
B-3
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$
22,650,000.00
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(2)
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March 25, 2036
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Class X
Interest (3)
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$
65,793,943.63
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(2)
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March 25, 2036
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Class P
Interest
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$
100.00
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N/A (4)
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March 25, 2036
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Class IO
Interest
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(5)
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(6)
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March 25, 2036
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Class IO
Interest (5) (6) March 25, 2036
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(1)
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For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations.
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(2)
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Calculated in
accordance with the definition of “Pass-Through Rate”
herein.
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(3)
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The Class X
Certificates Interest will not accrue interest on
their Certificate Principal Balance, but will accrue interest at
the Class X Pass-Through Rate on the Certificate Notional Balance
of the Class X Certificates Interest outstanding from
time to time which shall equal the aggregate of the Uncertificated
Principal Balances of the REMIC II Regular Interests (other than
REMIC II Regular Interest LT-P).
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The Class P
Certificates Interest will not be entitled to
distributions of interest.
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For federal
income tax purposes, the Class IO Interest will not have a
Pass-Through Rate, but will be entitled to 100]% of the amounts
distributed on REMIC II Regular Interest LT-IO.
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(6)
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For federal
income tax purposes, the Class IO Interest will not have an
Uncertificated Principal Balance, but will have a notional amount
equal to the Uncertificated Notional Amount of REMIC II Regular
Interest IO.
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REMIC IV
As provided herein, the Trustee will make an
election to treat the segregated pool of assets consisting of the
Class X Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
IV”. The R-IV Interest will represent the sole class of
“residual interests” in REMIC IV for purposes of the
REMIC Provisions. The following table irrevocably sets forth the
Class designation, Pass-Through Rate and Initial Certificate
Principal Balance for each Class of Certificates that represents
one or more of the “regular interests” in REMIC IV
created hereunder:
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Principal
Balance
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Pass-Through
Rate
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Assumed
Final Distribution Date(1)
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Class
X
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$
65,793,943.63
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(2)
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March 25,
2036
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(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the second month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for the Class X
Certificates.
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(2) The Class X Certificates will be
entitled to 100% of amounts distributed on the Class X
Interest.
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REMIC V
As provided herein, the Trustee will make an
election to treat the segregated pool of assets consisting of the
Class P Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
V”. The R-V Interest will represent the sole class of
“residual interests” in REMIC V for purposes of the
REMIC Provisions. The following table irrevocably sets forth the
Class designation, Pass-Through Rate and Initial Certificate
Principal Balance for each Class of Certificates that represents
one or more of the “regular interests” in REMIC V
created hereunder:
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Principal
Balance
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Pass-Through
Rate
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Assumed
Final Distribution Date(1)
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Class
P
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$
100
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(2)
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March 25,
2036
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(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the second month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for the Class P
Certificates.
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(2) The Class P Certificates will be
entitled to 100% of amounts distributed on the Class P
Interest.
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REMIC VI
As provided herein, the Trustee will make an
election to treat the segregated pool of assets consisting of the
Class IO Interest as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
VI”. The R-VI Interest will represent the sole class of
“residual interests” in REMIC VI for purposes of the
REMIC Provisions. The following table irrevocably sets forth the
Class designation, Pass-Through Rate and Initial Certificate
Principal Balance for each Class of Certificates that represents
one or more of the “regular interests” in REMIC VI
created hereunder:
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Principal
Balance
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Pass-Through
Rate
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Assumed
Final Distribution Date(1)
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Swap-IO
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$
(2)
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(3)
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March 25,
2036
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(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the second month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for the REMIC VI
Regular Interest Swap-IO.
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(2) REMIC VI Regular Interest
Swap-IO will not have a Certificate Notional Balance but will be
entitled to 100% of amounts distributed on the Class IO
Interest.
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(3) REMIC VI Regular Interest
Swap-IO will be entitled to 100% of amounts distributed on the
Class IO Interest.
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The minimum denomination for each Class of
Certificates, other than the Class P, Class R , Class R-X
and the Class X Certificates, will be $25,000 with integral
multiples of $1 in excess thereof. The minimum denomination for the
Class P and the Class X Certificates will each be a 1% Percentage
Interest in such Class. The Class R Certificate and Class
R-X Certificates will represent a 100% Percentage Interest in
such Class.
It is expected that each Class of Certificates
will receive its final distribution of principal and interest on or
prior to the Final Scheduled Distribution Date.
Set forth below are designations of Classes of
Certificates to the categories used herein:
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All Classes of
Certificates other than the Physical Certificates.
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Class A-1,
Class A-2a, Class A-2b, Class A-2c and Class A-2d.
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Class
R Residual
Certificates, Class P Certificates
and Class X Certificates; any certificate with a rating below the
lowest applicable permitted rating under the Underwriters’
Exemption.
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Class A, Class
X and Subordinated Certificates.
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All Classes of
Certificates other than the Private Certificates.
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Class P, Class
X and Class R Residual Certificates.
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Class P, Class
X and Class R Residual Certificates.
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Moody’s,
Fitch and Standard & Poor’s.
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All Classes of
Certificates other than the Class P and Class R
Residual Certificates.
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Class R
Certificates and Class R-X Certificates.
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Subordinated
Certificates
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Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2 and Class B-3 Certificates.
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Certificates pursuant to Section 4.05; provided,
however, that immediately following the Distribution Date on which
a Subsequent Recovery is distributed, the Class Certificate
Balances of any Class or Classes of Certificates that have been
previously reduced by Applied Realized Loss Amounts will be
increased, in order of seniority, by the amount of the Subsequent
Recovery distributed on such Distribution Date (up to the amount of
the Unpaid Realized Loss Amount for such Class or Classes for such
Distribution Date). With respect to the Class X Certificates and
any Distribution Date, the excess, if any, of (i) the then Stated
Principal Balance of the Mortgage Loans over (ii) the then
aggregate Certificate Balance of the Class A Certificates, Class M
Certificates and the Class P Certificates. The Class R
Residual Certificates have no Certificate
Balance.
“Certificate Owner”: With respect to
a Book-Entry Certificate, the Person who is the beneficial owner of
such Book-Entry Certificate.
“Certificate Register”: The register
maintained pursuant to Section 5.02.
“Certificateholder” or
“Holder”: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the
purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or any
Affiliate of the Depositor shall be deemed not to be Outstanding
and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of
Percentage Interests necessary to effect such consent has been
obtained; provided, however, that if any such Person (including the
Depositor) owns 100% of the Percentage Interests evidenced by a
Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof that requires the
consent of the Holders of Certificates of a particular Class as a
condition to the taking of any action hereunder. The Trustee is
entitled to rely conclusively on a certification of the Depositor
or any Affiliate of the Depositor in determining which Certificates
are registered in the name of an Affiliate of the
Depositor.
“Class”: All Certificates bearing
the same class designation as set forth in the Preliminary
Statement.
“Class A Certificates”: As specified
in the Preliminary Statement.
“Class A Certificate Group”: The
Group I Class A Certificates or the Group II Class A Certificates,
as applicable.
“Class A Principal Allocation
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, determined as follows: (A)
with respect to the Group I Class A Certificates, a fraction, the
numerator of which is (x) the portion of the Principal Remittance
Amount for such Distribution Date that is attributable to the
principal received or advanced on the Group I Mortgage Loans and
the denominator of which is (y) the Principal Remittance Amount for
such Distribution Date and (B) with respect to the Group II Class A
Certificates, a fraction, the numerator of which is (x) the portion
of the Principal Remittance Amount for such Distribution Date that
is attributable to the principal received or advanced on the Group
II Mortgage Loans and the denominator of which is (y) the Principal
Remittance Amount for such Distribution Date.
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date over
$10,785,700.22.
“Class M-6 Certificates”: All
Certificates bearing the class designation of “Class
M-6,” and evidencing (i) a REMIC Regular Interest in REMIC
III, (ii) the right to receive the related Basis Risk CarryForward
Amount and (iii) the obligation to pay any Class IO Distribution
Amount.
“Class M-6 Principal Distribution
Amount”: With respect to any Distribution Date, the excess of
(i) the sum of (A) the aggregate Class Certificate Balances of the
Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount for such Distribution
Date), (C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount for such Distribution
Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the
Class M-3 Principal Distribution Amount for such Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account the distribution of the
Class M-4 Principal Distribution Amount for such Distribution
Date), (F) the Class Certificate Balance of the Class M-5
Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date)
and (G) the Class Certificate Balance of the Class M-6 Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 86.70% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date over $10,785,700.22.
“Class P Certificates”: All
Certificates bearing the class designation of “Class
P”.
“Class P Interest”: An
uncertificated interest in the Trust Fund held by Trustee on behalf
of the Holders of the Class P Certificates, evidencing a Regular
Interest in REMIC III for the purposes of the REMIC
provisions.
“Class R Certificates”: All
Certificates bearing the class designation of “Class
R,” and evidencing ownership of the Class R-I Interest, the
Class R-II Interest and the Class R-III Interest.
“Class R-X Certificates”: All
Certificates bearing the class designation of “Class
R-X,” and evidencing the ownership of the Class R-IV
Interest, the Class R-V Interest and the Class R-VI
Interest.
“Class R-I Interest”: The
uncertificated residual interest in REMIC I.
“Class R-II Interest”: The
uncertificated residual interest in REMIC II.
“Class R-III Interest”: The
uncertificated residual interest in REMIC III.
“Class R-IV Interest”: The
uncertificated residual interest in REMIC IV.
“Class R-V Interest”: The
uncertificated residual interest in REMIC V.
“Class R-VI Interest”: The
uncertificated residual interest in REMIC VI.
“Class X Certificate”: All
Certificates bearing the designation “Class X” and
evidencing (i) a REMIC Regular Interest in REMIC III
IV , (ii) the obligation to pay Basis Risk Shortfall and
(iii) the obligation to pay any Class IO Distribution
Amount.
“Class X Distributable Amount”: On
any Distribution Date, the sum of (i) as a distribution in respect
of interest, the amount of interest that has accrued on the Class X
Interest and not applied as an Extra Principal Distribution Amount
on such Distribution Date, plus any such accrued interest remaining
undistributed from prior Distribution Dates, plus, without
duplication (ii) as a distribution in respect of principal, any
portion of the principal balance of the Class X Certificates which
is distributable as a Subordination Reduction Amount, minus (iii)
any amounts paid from the Excess Reserve Fund Account to pay any
Basis Risk CarryForward Amount or any Swap Termination
Payment.
“Class X Interest”: An
uncertificated interest in the Trust Fund held by the trustee on
behalf of the Holders of the Class X Certificates, evidencing a
Regular Interest in REMIC III for purposes of the REMIC
Provisions.
“Closing Date”: June 23,
2006.
“Closing Date Deposit Amount”:
$196.61 deposited by the Depositor into the Distribution Account on
the Closing Date. $0.29 of the Closing Date Deposit Amount shall be
attributable to interest in respect of the Group I Mortgage Loans
and $42.05 of the Closing Date Deposit Amount shall be attributable
to principal in respect of the Group I Mortgage Loans. $1.08 of the
Closing Date Deposit amount shall be attributable to interest in
respect of the Group II Mortgage Loans and $154.56 of the Closing
Date Deposit Amount shall be attributable to principal in respect
of the Group II Mortgage Loans.
“Code”: The Internal Revenue Code of
1986, including any successor or amendatory provisions.
“Collection Account”: As defined in
Section 3.10(a).
“Combined Loan to Value Ratio” or
“CLTV”: As of any date and as to any Second Lien
Mortgage Loan, the ratio, expressed as a percentage, of the (a) sum
of (i) the outstanding principal balance of the Second Lien
Mortgage Loan and (ii) the outstanding principal balance as of such
date of any mortgage loan or mortgage loans that are senior or
equal in priority to the Second Lien Mortgage Loan and which are
secured by the same Mortgaged Property to (b) the Appraised Value
as determined pursuant to the Underwriting Guidelines of the
related Mortgaged Property as of the origination of the Second Lien
Mortgage Loan.
“Commission”: The United States
Securities and Exchange Commission.
appear on Telerate Page 3750, the rate for such
date will be determined on the basis of the rates at which
one-month U.S. dollar deposits are offered by the Reference Banks
at approximately 11:00 a.m. (London time) on such date to prime
banks in the London interbank market. In such event, the Trustee
shall request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that date will be the
arithmetic mean of the quotations (rounded upwards if necessary to
the nearest whole multiple of 1/16%). If fewer than two quotations
are provided as requested, the rate for that date will be the
arithmetic mean of the rates quoted by major banks in New York
City, selected by the Trustee (after consultation with the
Depositor), at approximately 11:00 a.m. (New York City time) on
such date for one-month U.S. dollar loans to leading European
banks.
“LIBOR Determination Date”: With
respect to any Interest Accrual Period for the Offered
Certificates, the second London Business Day preceding the
commencement of such Interest Accrual Period.
“Liquidated Mortgage Loan”: With
respect to any Distribution Date, a defaulted Mortgage Loan
(including any REO Property) which either (a) was liquidated in the
calendar month preceding the month of such Distribution Date and as
to which the applicable Servicer has certified to the Trustee that
it has received all amounts it expects to receive in connection
with the liquidation of such Mortgage Loan including the final
disposition of an REO Property, or (b) is a Second Lien Mortgage
Loan (1) that is delinquent 180 days or longer, (2) for which the
related first lien mortgage loan is not a Mortgage Loan, and (3) as
to which the applicable Servicer has certified to the Trustee that
it does not believe there is a reasonable likelihood that any
further net proceeds will be received or recovered with respect to
such Second Lien Mortgage Loan.
“Liquidation Proceeds”: Cash
received in connection with the liquidation of a Liquidated
Mortgage Loan, whether through a trustee’s sale, foreclosure
sale or otherwise, including any Subsequent Recoveries.
“Loan Group”: The Group I Mortgage
Loans or the Group II Mortgage Loans, as applicable.
“Loan Group Cap”: The Group I Loan
Cap or the Group II Loan Cap, as applicable.
“Loan-to-Value Ratio” or
“LTV”: With respect to any First Lien Mortgage Loan,
the ratio (expressed as a percentage) of the original outstanding
principal amount of the First Lien Mortgage Loan as of the Cut-off
Date (unless otherwise indicated), to the lesser of (a) the
Appraised Value of the Mortgaged Property at origination, and (b)
if the First Lien Mortgage Loan was made to finance the acquisition
of the related Mortgaged Property, the purchase price of the
Mortgaged Property.
“London Business Day”: Any day on
which dealings in deposits of United States dollars are transacted
in the London interbank market.
“Marker
Rate”: With respect to the Class A Certificates, Class M
Certificates and Class B Certificates X Interest and
any Distribution Date, a per annum rate equal to two (2)
times
(xiii) the Class B-2 Certificates, the lesser of (i)
LIBOR plus the applicable Pass-Through Margin and (ii) the WAC
Cap;
(xiv) the Class B-3 Certificates, the lesser of (i)
LIBOR plus the applicable Pass-Through Margin and (ii) the WAC Cap;
and
(xv) the Class X Certificates Interest
, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts
calculated pursuant to clauses (A) through (Q) below, and the
denominator of which is the aggregate Uncertificated Principal
Balance of REMIC II Regular Interest LT-AA, REMIC II Regular
Interest LT-A1, REMIC II Regular Interest LT-A2a, REMIC II Regular
Interest LT-A2b, REMIC II Regular Interest LT-A2c, REMIC II Regular
Interest LT-A2d, REMIC II Regular Interest LT-M1, REMIC II Regular
Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular
Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
Interest LT-M6, REMIC II Regular Interest LT-B1, REMIC II Regular
Interest LT-B2, REMIC II Regular Interest LT-B3 and REMIC II
Regular Interest LT-ZZ. For purposes of calculating the
Pass-Through Rate for the Class X Certificates
Interest , the numerator is equal to the sum of the
following components:
(A) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-AA minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-AA;
(B) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-A1 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-A1;
(C) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-A2a, minus the Marker Rate,
applied to an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest LT-A2a;
(D) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-A2b, minus the Marker Rate,
applied to an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest LT-A2b;
(E) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-A2c, minus the Marker Rate,
applied to an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest LT-A2c;
(F) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-A2d, minus the Marker Rate,
applied to an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest LT-A2d;
(G) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-M1 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-M1;
(H) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-M2 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-M2;
(I) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-M3 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-M3;
(J) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-M4 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-M4;
(K) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-M5 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-M5;
(L) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-M6 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-M6;
(M) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-B1 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-B1;
(N) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-B2 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-B2;
(O) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-B3 minus the Marker Rate, applied
to an amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-B3;
(P) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-ZZ minus
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