MORGAN STANLEY ABS CAPITAL I
INC. TRUST 2006-WMC2
_____________________
AMENDMENT NO. 1 TO POOLING
AND SERVICING AGREEMENT
Dated as of November 7,
2006
_________________________
Morgan Stanley ABS Capital I Inc.
Trust 2006-WMC2
Mortgage Pass-Through Certificates,
Series 2006-WMC2
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 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.
(a)
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; and
(b)
The following provision shall be
added to the end of Schedule III to the Agreement:
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Each Prepayment
Charge is permissible and enforceable in accordance with its terms
upon the Mortgagor's full and voluntary Principal Prepayment
(except to the extent that: (1) the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and
other similar laws relating to creditors' rights generally; (2) the
collectability thereof may be limited due to acceleration in
connection with a foreclosure or other involuntary prepayment; or
(3) subsequent changes in applicable law may limit or prohibit
enforceability thereof) under applicable law.
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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.,
as
Depositor
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By:
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WMC MORTGAGE
CORP., as Responsible Party
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By:
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WELLS FARGO
BANK, N.A., as Securities Administrator
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By:
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/s/ Diane
Courtney
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WELLS FARGO
BANK, N.A., as Servicer
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By:
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/s/ Laurie
McGoogan
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WELLS FARGO
BANK, N.A., as Custodian
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By:
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/s/ Patrick M.
Gorren
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DEUTSCHE BANK
NATIONAL TRUST
COMPANY, as
Trustee
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By:
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/s/ Barbara
Campbell
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By:
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/s/ Ronaldo
Reyes
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Exhibit
A
ARTICLE X
TERMINATION
Section 10.01 Termination upon
Liquidation or Purchase of the Mortgage Loans
Section 10.02 Final
Distribution on the Certificates
Section 10.03 Additional Termination
Requirements
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.02 Recordation of
Agreement; Counterparts
Section 11.03 Governing
Law
Section 11.04 Intention of
Parties
Section 11.06 Severability of
Provisions
Section 11.07 Assignment; Sales;
Advance Facilities
Section 11.08 Limitation on Rights
of Certificateholders
Section 11.09 Inspection and Audit
Rights
Section 11.10 Certificates
Nonassessable and Fully Paid
Section 11.11 Rule of
Construction
Section 11.12 Waiver of Jury
Trial
Section 11.13 Opinions of Internal
Counsel of WMC
Section 11.14 Rights of the Swap
Provider
Section 11.15 Regulation AB
Compliance; Intent of the Parties; Reasonableness
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Representations
and Warranties of Wells Fargo Bank, N.A., as Servicer
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Representations
and Warranties of the Responsible Party as to the Mortgage
Loans
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Representations
and Warranties of the Responsible Party as to the Responsible
Party
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Representations
and Warranties of Morgan Stanley ABS Capital I Inc. as to the
Mortgage Loans
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Representations
and Warranties of Wells Fargo Bank, N.A., as Custodian
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Form of Class
A, Class M and Class B Certificate
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Form of Class P
Certificate
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Form of
Class R Certificate Residual Certificates
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Form of Class X
Certificate
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REMIC III
As provided herein, the Securities
Administrator, on behalf of 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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$
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581,960,000.00
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(2)
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July 25, 2036
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Class
A-2fpt
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$
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500,000,000.00
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(2)
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July 25, 2036
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Class
A-2a
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$
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340,525,000.00
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(2)
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July 25, 2036
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Class
A-2b
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$
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115,885,000.00
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(2)
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July 25, 2036
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Class
A-2c
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$
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335,030,000.00
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(2)
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July 25, 2036
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Class
A-2d
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$
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242,825,000.00
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(2)
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July 25, 2036
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Class
M-1
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$
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89,803,000.00
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(2)
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July 25, 2036
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Class
M-2
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$
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72,884,000.00
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(2)
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July 25, 2036
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Class
M-3
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$
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45,552,000.00
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(2)
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July 25, 2036
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Class
M-4
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$
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41,648,000.00
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(2)
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July 25, 2036
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Class
M-5
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$
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40,346,000.00
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(2)
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July 25, 2036
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Class
M-6
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$
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36,442,000.00
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(2)
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July 25, 2036
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Class
B-1
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$
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35,140,000.00
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(2)
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July 25, 2036
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Class
B-2
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$
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27,331,000.00
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(2)
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July 25, 2036
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Class
B-3
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$
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26,030,000.00
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(2)
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July 25, 2036
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Class X
Interest (3)
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$
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(2)
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July 25, 2036
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Class P
Interest
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$
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N/A (4)
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July 25, 2036
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Class IO
Interest
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(6)
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July 25, 2036
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For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations.
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Calculated in
accordance with the definition of “Pass-Through Rate”
herein.
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The Class X
Certificates Interest will not accrue interest on
their its 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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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 Securities
Administrator, on behalf of 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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Assumed
Final Distribution Date(1)
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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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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 Securities
Administrator, on behalf of 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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Assumed
Final Distribution Date(1)
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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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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 Securities
Administrator, on behalf of 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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Assumed
Final Distribution Date(1)
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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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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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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-XCertificates 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-2fpt, 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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minus all distributions of principal previously
made with respect thereto and in the case of any Certificates,
reduced by any Applied Realized Loss Amounts allocated to such
Class of 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 Securities
Administrator 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
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)
and (F) the Class Certificate Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 84.90% 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
$13,014,935.44.
“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) 87.70% 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 $13,014,935.44.
“Class P Certificates”: All
Certificates bearing the class designation of “Class
P”.
“Class P Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a
Regular Interest in REMIC III for 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 28,
2006.
“Closing Date Deposit Amount”: $4.19
deposited by the Depositor into the Distribution Account on the
Closing Date. $0.02 of the Closing Date Deposit Amount shall be
attributable to interest in respect of the Group I Mortgage Loans
and $2.72 of the Closing Date Deposit Amount shall be attributable
to principal in respect of the Group I Mortgage Loans. $0.01 of the
Closing Date Deposit amount shall be attributable to interest in
respect of the Group II Mortgage Loans and $1.47 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).
“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 Servicer has certified to the Securities Administrator
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 Servicer has certified to the Securities
Administrator 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 the
weighted average of the Uncertificated REMIC II Pass-Through Rates
for REMIC II Regular Interest LT-A1, REMIC II Regular Interest
LT-A2fpt, 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, with the per annum rate on each such REMIC
II Regular Interest (other than REMIC II Regular Interest LT-ZZ)
subject to a cap equal to the Pass-Through Rate on the
Corresponding Certificate for the purpose of this calculation; and
with the per annum rate on REMIC II Regular
(xiii) the Class B-1 Certificates, the lesser of (i)
LIBOR plus the applicable Pass-Through Margin and (ii) the WAC
Cap;
(xiv) the Class B-2 Certificates, the lesser of (i)
LIBOR plus the applicable Pass-Through Margin and (ii) the WAC
Cap;
(xv) the Class B-3 Certificates, the lesser of (i)
LIBOR plus the applicable Pass-Through Margin and (ii) the WAC Cap;
and
(xvi) 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 (R) 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-A2fpt, 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-A2fpt, minus the Marker Rate,
applied to an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest LT-A2fpt;
(D) 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;
(E) 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;
(F) 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;
(G) 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;
(H) 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;
(I) 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;
(J) 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;
(K) the Uncertificated REMIC II Pass-Through Rate
for REMIC II Regular Interest LT-M4 minus the Marker R
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