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MORGAN STANLEY ABS CAPITAL I INC. TRUST
2006-WMC2
EXHIBIT 4.2
_____________________
AMENDMENT NO. 2 TO POOLING AND SERVICING
AGREEMENT
Dated as of December 8,
2006
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Morgan Stanley ABS Capital I Inc.
Trust 2006-WMC2
Mortgage Pass-Through
Certificates, Series 2006-WMC2
AMENDMENT NO. 2
AMENDMENT NO. 2 (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 servicer
(the "Servicer"), as securities administrator (the "Securities
Administrator") and as custodian (the "Custodian"), WMC Mortgage
Corp., as responsible party (the "Responsible Party"), and Deutsche
Bank National Trust Company, as trustee (the "Trustee").
PRELIMINARY STATEMENT
WHEREAS, the Depositor, the Servicer, the
Securities Administrator, the Custodian, the Responsible Party and
the Trustee, are parties to the Pooling and Servicing Agreement,
dated as of June 1, 2006 (the "Agreement");
WHEREAS, Section 11.01 of the Agreement provides
that the Agreement may be amended by the Depositor, the Servicer,
the Securities Administrator, the Custodian, 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. Amendments :
The following provisions shall be added to the
end of Schedule V to the Agreement:
(4) With respect to
each Group I Mortgage Loan which is a Second Lien Mortgage Loan (A)
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