Omnibus Amendment to Pooling and Servicing Agreements among MSAC, Decision One, WMC, NC Capital, Wells Fargo, JPMorgan, Countrywide, HomEq, Saxon, LaSalle, and Deutsche Bank

Contract Categories: Business Finance › Modification Agreements
Summary

This agreement, dated August 23, 2007, is an amendment to multiple Pooling and Servicing Agreements among Morgan Stanley ABS Capital I Inc. and several major banks and mortgage companies. The amendment modifies terms related to servicing mortgage loans, including restrictions on loan modifications, prepayment charge waivers, and actions servicers may take regarding defaulted loans. All other terms of the original agreements remain in effect. The amendment is governed by New York law and requires execution by all parties involved.

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EX-4.2 2 ms10008443-ex4_2.txt OMNIBUS AMENDMENT EXHIBIT 4.2 OMNIBUS AMENDMENT TO POOLING AND SERVICING AGREEMENTS This OMNIBUS AMENDMENT TO POOLING AND SERVICING AGREEMENTS, dated as of August 23, 2007 ("Omnibus Amendment"), among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation ("MSAC"), DECISION ONE MORTGAGE COMPANY, LLC, a North Carolina limited liability company ("Decision One"), WMC MORTGAGE CORP, a California corporation ("WMC"), NC CAPITAL CORPORATION, a California Corporation ("NC Capital"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, successor in interest to Chase Manhattan Mortgage Corporation, a New Jersey corporation, and successor in interest to Chase Home Finance LLC, a Delaware limited liability company ("JPMorgan"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership ("Countrywide Servicing"), BARCLAYS CAPITAL REAL ESTATE INC. d/b/a HomEq Servicing, a Delaware corporation, successor in interest to HomEq Servicing Corporation, a New Jersey corporation ("HomEq"), SAXON MORTGAGE SERVICES, INC., a Texas corporation ("Saxon"), LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("LaSalle"), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association ("Deutsche Bank"), amends each of the Pooling and Servicing Agreements identified on Schedule I attached hereto (each a "Pooling and Servicing Agreement" and collectively, the "Pooling and Servicing Agreements"). RECITALS WHEREAS, the parties hereto have entered into each of the Pooling and Servicing Agreements for which their name appears on Schedule I attached hereto, in the capacities listed opposite their name on Schedule I attached hereto; WHEREAS, each of the parties to this Omnibus Amendment desires to modify each of the Pooling and Servicing Agreements to which they are a party to as set forth in this Omnibus Amendment; NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. Capitalized but undefined terms used herein have the respective meanings given them in the related Pooling and Servicing Agreement. 2. Amendments. (a) Section 3.01(c) of each Pooling and Servicing Agreement is hereby deleted in its entirety and replaced with the following: "Notwithstanding anything in this Agreement to the contrary, a Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01 and except for Servicing Advances) and none of the Servicers shall (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicemembers Civil Relief Act or any similar state statutes) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, (iii) except as provided in Section 3.07(a), waive any Prepayment Charges, or (iv) accept payment from the related Mortgagor of an amount less than the unpaid principal balance of such Mortgage Loan in final satisfaction thereof; provided, however, that the applicable Servicer may take any action set forth in clauses (i) through (iv) with respect to any Mortgage Loan in default or, which in the judgment of such Servicer, a default is reasonably foreseeable, and only to the extent such Servicer determines that such action is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action)." (b) The fourth sentence of Section 3.07(a) of each Pooling and Servicing Agreement (or the fifth sentence of Section 3.07(a) with respect to the Pooling and Servicing Agreements listed as number 5 in the attached Schedule I) is hereby deleted and replaced by the following: "Notwithstanding anything in this Agreement to the contrary, a Servicer may waive, or permit a Subservicer to waive, in whole or in part, a Prepayment Charge only under the following circumstances: (i) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of such Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan; provided, however, that the applicable Servicer or Subservicer may (and with respect to any Group I Mortgage Loan shall) waive such Prepayment Charge if the Mortgage Loan is accelerated or paid-off in connection with the workout of a delinquent Mortgage Loan or due to the related Mortgagor's default, notwithstanding that the terms of the Mortgage Loan or federal or state law might permit the imposition of such Prepayment Charge, (ii) such Prepayment Charge is not permitted to be collected by applicable federal, state or local law or regulation or (iii) the collection of such Prepayment Charge would be considered "predatory" pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters." provided, however, that the provision in italics in this Section 2(b) shall be deemed to apply only with respect to those Pooling and Servicing Agreements for which the term "Group I Mortgage Loan" is defined therein. (c) References to "a Servicer," "none of the Servicers," "the applicable Servicer" or "such Servicer" in Section 2(a) and (b) of this Omnibus Amendment shall be deemed to read "the Servicer" with respect to any Pooling and Servicing Agreement for which only one party is listed as servicer on Schedule I attached hereto. 3. Ratification of Agreement. Except as modified and expressly amended by this Omnibus Amendment, each Pooling and Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. 4. Counterparts. This Omnibus Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 5. Governing Law. THIS OMNIBUS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment to be duly executed and delivered as of the day and year first above written. MORGAN STANLEY ABS CAPITAL I INC. By: /s/ Steven Shapiro ----------------------------------- Name: Steven Shapiro Title: Vice President DEUTSCHE BANK NATIONAL TRUST COMPANY By: /s/ Karlene Benvenuto ----------------------------------- Name: Karlene Benvenuto Title: Authorized Signer By: /s/ Mei Nghia ----------------------------------- Name: Mei Nghia Title: Authorized Signer JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ Carol C. Rothweil ----------------------------------- Name: Carol C. Rothweil Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as servicer By: /s/ Laurie McGoogan ----------------------------------- Name: Laurie McGoogan Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as custodian By: /s/ Patrick M. Gorrien ----------------------------------- Name: Patrick M. Gorrien Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as trustee By: /s/ Dianne Courtney ----------------------------------- Name: Dianne Courtney Title: Vice President COUNTRYWIDE HOME LOANS SERVICING LP By: /s/ Adam Gadsby ----------------------------------- Name: Adam Gadsby Title: 1st Vice President LASALLE BANK NATIONAL ASSOCIATION By: /s/ Gerald T. Sajdak ----------------------------------- Name: Gerald T. Sajdak Title: Vice President BARCLAYS CAPITAL REAL ESTATE INC. D/B/A HOMEQ SERVICING By: /s/ Arthur Lyon ----------------------------------- Name: Arthur Lyon Title: Executive Vice President SAXON MORTGAGE SERVICES, INC. By: /s/ David L. Dill ----------------------------------- Name: David L. Dill Title: Chief Executive Officer and President DECISION ONE MORTGAGE COMPANY, LLC By: /s/ Peter A. Schwindt ----------------------------------- Name: Peter A. Schwindt Title: Vice President Secondary Markets WMC MORTGAGE CORP. By: /s/ Mardy Grossman ----------------------------------- Name: Mardy Grossman Title: Senior Vice President SCHEDULE I POOLING AND SERVICING AGREEMENTS
Date of Pooling and Title of Pooling and Servicing Agreement Servicing Agreement Parties Capacity(ies) ------------------------------------------------ ------------------- --------------------- ----------------- 1. Morgan Stanley ABS Capital I Inc. Trust 2007-NC1 January 1, 2007 MSAC Depositor Countrywide Servicing Servicer Saxon Servicer NC Capital Responsible Party DB Trustee 2. Morgan Stanley ABS Capital I Inc. Trust 2006-NC5 November 1, 2006 MSAC Depositor Countrywide Servicing Servicer NC Capital Responsible Party DB Trustee 3. Morgan Stanley ABS Capital I Inc. Trust 2006-HE7 October 1, 2006 MSAC Depositor Countrywide Servicing Servicer NC Capital Responsible Party WMC Responsible Party Decision One Responsible Party DB Trustee Wells Fargo Custodian LaSalle Custodian 4. Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 September 1, 2006 MSAC Depositor Countrywide Servicing Servicer Wells Fargo Servicer Custodian NC Capital Responsible Party Decision One Responsible Party WMC Responsible Party LaSalle Custodian DB Trustee 5. Morgan Stanley ABS Capital I Inc. Trust 2006-NC4 June 1, 2006 MSAC Depositor Wells Fargo Servicer NC Capital Responsible Party DB Trustee 6. Morgan Stanley ABS Capital I Inc. Trust 2006-HE5 June 1, 2006 MSAC Depositor Countrywide Servicing Servicer Wells Fargo Servicer Custodian HomEq Servicer NC Capital Responsible Party WMC Responsible Party Decision One Responsible Party DB Trustee LaSalle Custodian 7. Morgan Stanley ABS Capital I Inc. Trust 2006-HE4 June 1, 2006 MSAC Depositor Wells Fargo Servicer Custodian NC Capital Responsible Party WMC Responsible Party Decision One Responsible Party DB Trustee LaSalle Custodian 8. Morgan Stanley ABS Capital I Inc. Trust 2006-HE3 May 1, 2006 MSAC Depositor Wells Fargo Servicer Custodian HomEq Servicer NC Capital Responsible Party WMC Responsible Party Decision One Responsible Party DB Trustee LaSalle Custodian 9. Morgan Stanley ABS Capital I Inc. Trust 2006-NC1 January 1, 2006 MSAC Depositor HomEq Servicer JPMorgan Servicer NC Capital Responsible Party DB Trustee 10. Morgan Stanley ABS Capital I Inc. Trust 2005-HE5 October 1, 2005 MSAC Depositor Countrywide Servicing Servicer HomEq Servicer JPMorgan Servicer NC Capital Responsible Party Decision One Responsible Party WMC Responsible Party DB Custodian LaSalle Custodian Wells Fargo Custodian Trustee 11. Morgan Stanley ABS Capital I Inc. Trust 2005-NC2 April 1, 2005 MSAC Depositor Countrywide Servicing Servicer HomEq Servicer NC Capital Responsible Party DB Trustee 12. Morgan Stanley ABS Capital I Inc. Trust 2005-NC1 February 1, 2005 MSAC Depositor HomEq Servicer JPMorgan Servicer NC Capital Responsible Party DB Trustee 13. Morgan Stanley ABS Capital I Inc. Trust 2004-NC November 1, 2004 MSAC Depositor JPMorgan Servicer Countrywide Servicing Servicer NC Capital Responsible Party DB Trustee 14. Morgan Stanley ABS Capital I Inc. Trust 2004-NC7 August 1, 2004 MSAC Depositor JPMorgan Servicer HomEq Servicer NC Capital Responsible Party DB Trustee 15. Morgan Stanley ABS Capital I Inc. Trust 2004-NC6 July 1, 2004 MSAC Depositor JPMorgan Servicer HomEq Servicer NC Capital Responsible Party DB Trustee 16. Morgan Stanley ABS Capital I Inc. Trust 2004-NC5 June 1, 2004 MSAC Depositor Countrywide Servicing Servicer NC Capital Responsible Party DB Trustee 17. Morgan Stanley ABS Capital I Inc. Trust 2004-NC4 May 1, 2004 MSAC Depositor HomEq Servicer NC Capital Responsible Party DB Trustee 18. Morgan Stanley ABS Capital I Inc. Trust 2004-NC3 April 1, 2004 MSAC Depositor Countrywide Servicing Servicer NC Capital Responsible Party DB Trustee 19. Morgan Stanley ABS Capital I Inc. Trust 2004-NC2 February 1, 2004 MSAC Depositor Countrywide Servicing Servicer NC Capital Responsible Party DB Trustee 20. Morgan Stanley ABS Capital I Inc. Trust 2004-NC1 January 1, 2004 MSAC Depositor HomEq Servicer NC Capital Responsible Party DB Trustee