AMENDMENT NUMBER ONE to the POOLING AND SERVICING AGREEMENT SACO I TRUST 2006-4, Dated as of March 1, 2006 among STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor EMC MORTGAGE CORPORATION, Sponsor and Master Servicer, and LASALLE BANK...
AMENDMENT
NUMBER ONE
to
the
Dated
as
of March 1, 2006
among
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
as
Depositor
EMC
MORTGAGE CORPORATION,
Sponsor
and Master Servicer,
and
LASALLE
BANK NATIONAL ASSOCIATION,
Trustee
This
AMENDMENT NUMBER ONE is made and entered into this 16th
day of
October, 2006, by and among STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
a
Delaware corporation, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION,
a Delaware corporation, as sponsor (in such capacity, the “Sponsor”) and as
master servicer (in such capacity, the “Master Servicer”), and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, as trustee (in such
capacity, the “Trustee”), in connection with the Pooling and Servicing
Agreement, dated as of March 1, 2006, among the above mentioned parties (the
“Agreement”), and the issuance of Mortgage-Backed Certificates, Series 2006-4.
This amendment is made pursuant to Section 11.01 of the Agreement.
1. Capitalized
terms used herein and not defined herein shall have the meanings assigned to
such terms in the Agreement.
2. Section
1.01 of the Agreement is hereby amended effective as of the date hereof by
adding the following definition to such Section:
Current
Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period).
3. The
definition of Pass-Through Rate in Section 1.01 of the Agreement shall be
amended by deleting it in its entirety and replacing it with the
following:
Pass-Through
Rate:
With
respect to the Class A, Class M and Class B Certificates and any Distribution
Date, a rate per annum equal to the least of (i) the related One-Month LIBOR
Pass-Through Rate for such Distribution Date, (ii) 11.00% per annum and (iii)
the Net WAC Cap Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC II Regular Interest (other than
REMIC II Regular Interest IO) equal to the product of (a) the excess, if any,
of
the Uncertificated REMIC II Pass-Through Rate for such REMIC II Regular Interest
over the Marker Rate and (b) a notional amount equal to the Uncertificated
Principal Balance of such REMIC II Regular Interest, and the denominator of
which is the aggregate Uncertificated Principal Balance of such REMIC II Regular
Interests.
With
respect to the Class C Certificate, the Class C Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amount distributable
to the Class C Interest for such Distribution Date.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC V Regular Interest IO, REMIC V Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
4. The
definition of Basis Risk Shortfall Carry Forward Amount in Section 1.01 of
the
Agreement shall be amended by deleting it in its entirety and replacing it
with
the following:
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, an amount equal to the sum of (A) the excess, if any, of (a)
the
amount of Current Interest that such Class would have been entitled to receive
on such Distribution Date had the Pass-Though Rate applicable to such Class
been
calculated at a per annum rate equal to lesser of (i) the related One-Month
LIBOR Pass-Through Rate and (ii) 11.00% per annum, over (b) the amount of
Current Interest that such Class received on such Distribution Date if the
Pass-Through Rate is limited to the Net Rate Cap and (B) the Basis Risk
Shortfall Carry Forward Amount for the previous Distribution Date not previously
paid, together with interest thereon at a rate equal to the related Pass-Through
Rate the current Distribution Date.
5. The
definition of Marker Rate in Section 1.01 of the Agreement shall be amended
by
deleting it in its entirety and replacing it with the following:
Marker
Rate:
With
respect to the Class C 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 the REMIC II Regular Interests (other than REMIC II
Regular Interests AA and IO), with the rate on each such REMIC II Regular
Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal to
the
least of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding
Certificate, (ii) 11.00% per annum and (iii) the Net WAC Cap Rate for the REMIC
III
Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date, and with the
rate on REMIC II Regular Interest ZZ subject to a cap of zero for the purpose
of
this calculation; provided, however, that solely for this purpose, the related
cap with respect to each REMIC II Regular Interest (other than REMIC II Regular
Interests AA, ZZ and IO) shall be multiplied by a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
related Accrual Period.
6. The
definition of Maximum Uncertificated Accrued Interest Deferral Amount in Section
1.01 of the Agreement shall be amended by deleting it in its entirety and
replacing it with the following:
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ and IO), with the rate on each such REMIC II Regular Interest subject
to
a cap equal to the least of (x) the One-Month LIBOR Pass Through Rate for the
Corresponding Certificate, (y) 11.00% per annum and (z) the Net WAC Cap Rate
for
the REMIC III Regular Interest the ownership of which is represented by the
Corresponding Certificate for the purpose of this calculation for such
Distribution Date; provided, however, that solely for this purpose, the related
cap with respect to each REMIC II Regular Interest (other than REMIC II Regular
Interests AA, ZZ and IO) shall be multiplied by a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
related Accrual Period.
7. Except
as
amended above, the Agreement shall continue to be in full force and effect
in
accordance with its terms.
IN
WITNESS WHEREOF, the Depositor, the Sponsor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
as
Depositor
By:
/s/
Xxxxx Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title: Vice
President
EMC
MORTGAGE CORPORATION,
as
Sponsor and Master Servicer
By:
/s/
Xxx Xxxxxxxx
Name:
Xxx
Xxxxxxxx
Title:
Executive
Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
By:
/s/
Xxxxx X. Field
Name:
Xxxxx X. Field
Title: Assistant
Vice President
