Exhibit 99.11(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of January 1, 2006, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI"), PHH Mortgage Corporation
(formerly
known as Cendant Mortgage Corporation) as a seller ("PHH" and, in
such
capacity, a "Seller") and servicer (in such capacity, the
"Servicer"),
Bishop's Gate Residential Mortgage Trust ("Bishop's Gate" and a
"Seller" and,
together with PHH, the "Sellers") and acknowledged by LaSalle Bank
National
Association, as trustee (the "Trustee") of Morgan Stanley Mortgage
Loan Trust
2006-2 (the "Trust"), and Wells Fargo Bank, National Association,
as master
servicer (or any successor servicer, the "Master Servicer").
RECITALS
WHEREAS
MSMCI, the Sellers and the Servicer have entered into a certain
Third Amended and Restated Mortgage Loan Flow Purchase, Sale &
Servicing
Agreement, dated as of January 1, 2006 (as amended or modified to
the date
hereof, the "Agreement"), pursuant to which MSMCI has acquired
certain
Mortgage Loans pursuant to the terms of the Agreement and the
Servicer has
agreed to service such Mortgage Loans;
WHEREAS
the Depositor has agreed, on the terms and conditions contained
herein, to purchase from MSMCI certain of the Mortgage Loans (the
"Specified
Mortgage Loans") which are subject to the provisions of the
Agreement and are
listed on the mortgage loan schedule attached as Exhibit I hereto
(the
"Specified Mortgage Loan Schedule"); and
WHEREAS
the Trustee, on behalf of the Trust, has agreed, on the terms
and conditions contained herein, to purchase from the Depositor the
Specified
Mortgage Loans;
NOW,
THEREFORE, in consideration of the mutual promises contained
herein
and other good and valuable consideration (the receipt and
sufficiency of
which are hereby acknowledged), the parties agree as follows:
1.
Assignment
and Assumption
(a)
On and of the
date hereof, MSMCI hereby sells, assigns and
transfers to the Depositor all of its right, title and interest in
the
Specified Mortgage Loans and all rights and obligations related
thereto as
provided under the Agreement to the extent relating to the
Specified Mortgage
Loans, the Depositor hereby accepts such assignment from MSMCI (the
"First
Assignment and Assumption"), and the Sellers hereby acknowledge the
First
Assignment and Assumption.
MSMCI specifically reserves and does not assign to the
Depositor
hereunder any and all right, title and interest in, to and under
and all
obligations of MSMCI with respect to any Mortgage Loans subject to
the
Agreement which are not the Specified Mortgage Loans.
(b)
On and of the
date hereof, immediately after giving effect to the
First Assignment and Assumption, the Depositor hereby sells,
assigns and
transfers to the Trustee, on behalf of the Trust, all of its right,
title and
interest in the Specified Mortgage Loans and all rights and
obligations
related thereto as provided under the Agreement to the extent
relating to the
Specified Mortgage Loans, and the Trustee, on behalf of the Trust,
hereby
accepts such assignment from the Depositor (the "Second Assignment
and
Assumption"), and the Sellers hereby acknowledge the Second
Assignment and
Assumption.
<PAGE>
(c)
On and as of the
date hereof, MSMCI represents and warrants to the
Depositor and the Trustee that MSMCI has not taken any action that
would serve
to impair or encumber the respective ownership interests of the
Depositor and
the Trustee in the Specified Mortgage Loans since the date of
MSMCI's
acquisition of the Specified Mortgage Loans.
2.
Recognition of Trustee
(a)
From and after
the date hereof, both MSMCI and the Sellers shall
note the transfer of the Specified Mortgage Loans to the Trustee,
in their
respective books and records and shall recognize the Trustee, on
behalf of the
Trust, as of the date hereof, as the owner of the Specified
Mortgage Loans,
and Servicer shall service the Specified Mortgage Loans for the
benefit of the
Trust pursuant to the Agreement, the terms of which are
incorporated herein by
reference. It is the intention of the Sellers, the Servicer, the
Depositor,
the Trustee and MSMCI that this Assignment shall be binding upon
and inure to
the benefit of the Depositor, the Trustee and MSMCI and their
respective
successors and assigns.
(b)
Without in any
way limiting the foregoing, the parties confirm
that this Assignment includes the rights relating to amendments or
waivers
under the Agreement. Accordingly, the right of MSMCI to consent to
any
amendment of the Agreement and its rights concerning waivers as set
forth in
Section 12.07 of the Agreement shall be exercisable, to the extent
any such
amendment or waiver affects the Specified Mortgage Loans or any of
the rights
under the Agreement with respect thereto (other than the servicing
of the
Specified Mortgage Loans, which shall be enforced by the Master
Servicer) by
the Trustee as assignee of MSMCI.
(c)
It is expressly
understood and agreed by the parties hereto that
(i) this Assignment is executed and delivered by LaSalle Bank
National
Association, not individually or personally but solely on behalf of
the Trust,
as the assignee, in the exercise of the powers and authority
conferred and
vested in it, as Trustee, pursuant to the pooling and servicing
agreement
dated as of the date hereof among the Depositor, the Master
Servicer, Wells
Fargo Bank, National Association, as securities administrator, and
the Trustee
(the "Pooling and Servicing Agreement") for the Morgan Stanley
Mortgage Loan
Trust 2006-2, Mortgage Pass-Through Certificates, Series 2006-2,
(ii) each of
the representations, undertakings and agreements herein made on the
part of
assignee is made and intended not as personal representations,
undertakings
and agreements by LaSalle Bank National Association but is made and
intended
for the purpose of binding only the Trust, (iii) nothing herein
contained
shall be construed as creating any liability for LaSalle Bank
National
Association, individually or personally, to perform any covenant
(either
express or implied) contained herein, (iv) under no circumstances
shall
LaSalle Bank National Association be personally liable for the
payment of any
indebtedness or expenses of the Trust, or be liable for the breach
or failure
of any obligation, representation, warranty or covenant made or
undertaken by
the Trust under this Assignment and (v) all recourse for any
payment liability
or other obligation of the assignee shall be had solely to the
assets of the
Trust.
3.
Representations and Warranties
(a)
The Depositor
represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the
transactions
contemplated hereby, and that it has not relied in connection
therewith upon
any statements or representations of the Sellers or MSMCI other
than those
contained in the Agreement or this Assignment.
(b)
Each of the
parties hereto represents and warrants that it is duly
and legally authorized to enter into this Assignment.
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(c)
Each of the
Depositor, MSMCI, Servicer and the Sellers represents
and warrants that this Assignment has been duly authorized,
executed and
delivered by it and (assuming due authorization, execution and
delivery
thereof by each of the other parties hereto) constitutes its legal,
valid and
binding obligation, enforceable against it in accordance with its
terms,
except as such enforcement may be limited by bankruptcy,
insolvency,
reorganization or other similar laws affecting the enforcement of
creditors'
rights generally and by general equitable principles (regardless of
whether
such enforcement is considered in a proceeding in equity or at
law).
(d)
Each Seller
hereby restates, as of the Closing Date (as defined in
the Pooling and Servicing Agreement referred to below), the
representations
and warranties set forth in the Agreement, other than the
representations and
warranties contained in Sections 3.03(4), (20), (21), (25), (31) or
(58) of
the Agreement, with respect to each of the Specified Mortgage Loans
that were
sold by it under the Agreement, to and for the benefit of the
Depositor, the
Trustee and the Trust, and by this reference incorporates such
representations
and warranties herein, as of such Closing Date.
4.
The
Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the
Specified
Mortgage Loans pursuant to the Pooling and Servicing Agreement and,
therefore,
has the right to enforce all obligations of the Servicer under the
Agreement.
Such rights will include, without limitation, the right to
terminate the
Servicer under the Agreement upon the occurrence of an event of
default
thereunder, the right to receive all remittances required to be
made by the
Servicer under the Agreement, the right to receive all monthly
reports and
other data required to be delivered by the Servicer under the
Agreement, the
right to examine the books and records of the Servicer,
indemnification rights
and the right to exercise certain rights of consent and approval
relating to
actions taken by MSMCI. The Servicer shall make all distributions
under the
Agreement to the Master Servicer by wire transfer of immediately
available
funds to:
Wells Fargo Bank, National Association
ABA Number:
121-000-248
Account Name:
Corporate Trust Clearing
Account number:
3970771416
For further credit to: [o], MSM 2006-2
The
Servicer shall deliver all reports required to be delivered
under
the Agreement to the Master Servicer at the following address:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, MSM 2006-2
Office Number: (410)
884-2000
Telecopier: (410) 715-2380
For the
avoidance of doubt, the parties to this Assignment hereby
acknowledge that the Master Servicer shall have no obligation for
enforcing or
overseeing the Servicer's activities pursuant to Sections 5.18(c)
and (d) of
the Agreement.
5.
Amendments
to the Agreement
The
parties to this Assignment hereby agree to amend the Agreement,
solely with respect to the Specified Mortgage Loans, as
follows:
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(a)
The term
"Indemnified Party" is added as a new defined term in
Section
1.01 and shall have the following meaning:
"Indemnified Party:
each Party (other than each Seller and the
Servicer) described in the first sentence of Section 13.07(a)
hereof."
(b)
The definition
of "Permitted Investments" in Section 1.01 shall
have the
meaning of such term as defined in the Pooling and Servicing
Agreement.
(c)
The definition
of "Remittance Date" in Section 1.01 is hereby
amended
and restated in its entirety as follows:
"Remittance Date: No later than 2:00 p.m. New York time on the
18th day of each month (or, if such 18th day is not a Business
Day, the following Business Day)."
(d)
The definition
of "Servicing Criteria" in Section 1.01 is hereby
amended
and restated in its entirety as follows:
"Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB for which the Servicer is responsible
as
identified on Exhibit 14 attached hereto."
(e)
The penultimate
paragraph of Section 3.05 of the Agreement is
hereby
amended and restated as follows:
"With respect to any Mortgage Loans sold in a Securitization
Transaction where the Servicer remains as the servicer, the
Servicer agrees that on or before March 1st each year following
the year such Securitization Transaction occurs, the Servicer
shall deliver, and shall cause each subservicert to deliver, to
the depositor and the trustee, a certification in the form
attached as Exhibit 11 hereto, executed by a senior officer of
the
Servicer in charge of servicing for use in connection with any
Form 10-K to be filed with the Securities and Exchange
Commission
with respect to the securitization trust. The obligation to
provide such certification will terminate to the extent the
related securitization trust's obligation to file reports under
the Exchange Act, terminates."
(f)
The second
paragraph of Section 5.13 of the Agreement is hereby
amended
and restated in its entirety as follows:
"With respect to any REO Property, the Trustee's name shall
be placed on the title to such REO Property solely as the
Trustee
hereunder and not in its individual capacity. The Servicer
shall
ensure that the title to such REO Property references the
Agreement and the Purchaser's (or its designee's) capacity
thereunder. Pursuant to its efforts to sell such REO Property,
the
Servicer shall either itself or through an agent selected by
the
Servicer protect and conserve such REO Property in the same
manner
and to such extent as is customary in the locality where such
REO
Property is located and may, incident to its conservation and
protection of the interests of the Purchaser, or its designee,
rent the same, or any part thereof, as the Servicer deems to be
in
the best interest of the Purchaser, or its designee, for the
period prior to the sale of such REO Property. The Servicer
shall
prepare for and deliver to the Purchaser, or its designee, a
statement with respect to each REO Property that has been
rented
showing the aggregate rental income received and all expenses
incurred in connection with the maintenance of such REO
Property
at such times as is necessary to enable the Purchaser, or its
designee,
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to comply with the reporting requirements of the REMIC
Provisions.
The net monthly rental income, if any, from such REO Property
shall be deposited in the Certificate Account no later than the
close of business on each Determination Date. The Servicer
shall
perform the tax reporting and withholding required by Sections
1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of
the
Code with respect to the receipt of mortgage interest from
individuals and any tax reporting required by Section 6050P of
the
Code with respect to the cancellation of indebtedness by
certain
financial entities, by preparing such tax and information
returns
as may be required, in the form required, and delivering the
same
to the Purchaser, or its designee, for filing.
In the event that the Purchaser, or its designee, acquires
any Mortgaged Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan, the
Servicer shall dispose of such Mortgaged Property as soon as
practicable in a manner that maximizes the Liquidation Proceeds
thereof, but in no event later than three years after its
acquisition by the Purchaser, or its designee. In that event,
the
Purchaser, or its designee, shall have been supplied with an
Opinion of Counsel to the effect that the holding by the
Purchaser, or its designee, of such Mortgaged Property
subsequent
to a three-year period, if applicable, will not result in the
imposition of taxes on "prohibited transactions" of any REMIC
as
defined in
section 860F of the Code or cause any REMIC to fail to
qualify as a REMIC at any time, the Purchaser, or its designee,
may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) after the
expiration of such three-year period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by
the
Purchaser, or its designee, shall be rented (or allowed to
continue to be rented) or otherwise used for the production of
income by or on behalf of the Purchaser, or its designee, in
such
a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code or (ii)
subject any REMIC to the imposition of any federal, state or
local
income taxes on the income earned from such Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the
Servicer has agreed to indemnify and hold harmless the
Purchaser,
or its designee, with respect to the imposition of any such
taxes."
(g)
The third
paragraph of Section 5.13 of the Agreement is hereby
deleted in
its entirety.
(h)
The first
paragraph of Section 6.02 of the Agreement is hereby
amended
and restated in its entirety as follows:
"Reporting. Not later than the 5th Business Day of each month,
the
Servicer shall forward to the Master Servicer in hard copy and
electronic format a statement in the form of Exhbit 6.02(a) and
Exhibit 6.02(b), certified by a Servicing Officer, setting
forth
(a) the amount of the distribution made on such Remittance Date
which is allocable to principal and allocable to interest; (b)
the
amount of servicing compensation received by the Servicer
during
the prior calendar month; (c) the aggregate Stated Principal
Balance and the aggregate unpaid principal balance of the
Mortgage
Loans as of the last day of the preceding month; and (d) the
paid
through date for each Mortgage Loan. Such statement shall also
include information regarding delinquencies on Mortgage Loans,
indicating the number and aggregate principal amount of
Mortgage
Loans which are either one (1), two (2) or three (3) or more
months delinquent and the book value of any REO Property, or
such
other mortgage loan level data as agreed upon by the Servicer
and
the Master Servicer, and the monthly reports substantially in
the
form of Exhibit 15 attached hereto (or in such other formats
mutually agreed upon between the Servicer and the Master
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Servicer). Such monthly reports shall be available by the
Servicer
for the Purchaser on Servicer's secured web site. The Servicer
shall provide training, secured access and password(s) to the
Purchaser on the operation of the website."
(i)
Section 7.04 of
the Agreement is hereby amended and restated in
its
entirety as follows:
"Annual Statement as to Compliance. The Servicer shall deliver
to
the Purchaser and the Master Servicer, on or before March 1st
each
year beginning March 1, 2006, an Officer's Certificate stating
that (a) a review of the activities of the Servicer during the
preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision, and
(b)
to the best of such officer's knowledge, based on such review,
the
Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such
default
known to such officer and the nature and status thereof and the
action being taken by the Servicer to cure such default."
(j)
Section 7.05 of
the Agreement is hereby amended and restated in
its
entirety as follows:
"Annual Independent Public Accountants' Servicing Report. On or
before March 1st of each year beginning March 1, 2006, the
Servicer at its expense shall cause a firm of independent
public
accountants which is a member of the American Institute of
Certified Public Accountants to furnish a statement to the
Purchaser and the Master Servicer to the effect that such firm
has, with respect to the Servicer's overall servicing
operations,
examined such operations in accordance with the requirements of
the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm's conclusions relating thereto."
(k)
Section 9.01 of
the Agreement is hereby amended to insert the
following
as the penultimate paragraph of such Section:
"In addition, the Servicer shall indemnify and hold harmless
the Master Servicer and each of its directors, officers,
employees, agents, and affiliates from and against any and all
claims, losses, damages, penalties, fines, forfeitures,
reasonable
legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (a) any breach by the
Servicer of any if its obligations under hereunder, including
particularly its obligations to provide any Assessment of
Compliance, Attestation Report, Compliance Statement or any
information, data or materials provided by the Servicer
hereunder,
or (c) the negligence, bad faith or willful misconduct of the
Servicer in connection with its performance hereunder. If the
indemnification provided for herein is unavailable or
insufficient
to hold harmless the Master Servicer, then the Servicer as a
result of any claims, losses, damages or liabilities incurred
by
the Master Servicer in such proportion as is appropriate to
reflect the relative fault of the Master Servicer on the one
hand
and the Servicer on the other."
(l)
The word "or" is
deleted from the end of Section 10.01(8), the
word "or"
is added at the end of Section 10.01(9) and the following
paragraph
is hereby incorporated into the Agreement as new Section
10.01(10):
"(f) failure by the Servicer to duly perform, within the
required
time period, its obligations under Sections 7.04 or 7.05 which
failure continues unremedied for a period of fifteen (15) days
after the date on which written notice of such failure,
requiring
the same to be remedied, shall have been given to the Servicer
by
any party to this
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Agreement or by any master servicer responsible for master
servicing the Mortgage Loans pursuant to a securitization of
such
Mortgage Loans;"
(m)
The following
paragraph is hereby incorporated into the Agreement
as new
Section 12.14:
"Third Party Beneficiary. For purposes of this Agreement,
including but not limited to Section 7.05, any Master Servicer
shall be considered a third party beneficiary to this Agreement
entitled to all the rights and benefits accruing to any Master
Servicer herein as if it were a direct party to this
Agreement."
(n)
Section 13.03(d)
of the Agreement is hereby amended and restated
in its
entirety as follows:
"(d) For the purpose of satisfying the reporting obligation
under
the Exchange Act with respect to any class of asset-backed
securities, each Seller and the Servicer shall (or shall cause
each Subservicer and Third-Party Originator to) (i) provide
prompt
notice to the Purchaser, any Master Servicer and any Depositor
in
writing of (A) any material litigation or governmental
proceedings
involving the Company, any Subservicer or any Third-Party
Originator, (B) any affiliations or relationships that develop
following the closing date of a Securitization Transaction
between
the Company, any Subservicer or any Third-Party Originator and
any
of the parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the
requesting party) with respect to such Securitization
Transaction,
(C) any Event of Default under the terms of this Agreement or
any
Reconstitution Agreement, (D) any merger, consolidation or sale
of
substantially all of the assets of the Company, and (E) the
Company's entry into an agreement with a Subservicer to perform
or
assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of
such
proceedings, affiliations or relationships."
(o)
Section 13.03(f)
of the Agreement is hereby amended and restated
in its
entirety as follows:
"(f) In addition to such information as the Company, as
servicer,
is obligated to provide pursuant to other provisions of this
Agreement, not later than ten days prior to the deadline for
the
filing of any distribution report on Form 10-D in respect of
any
Securitization Transaction that includes any of the Mortgage
Loans
serviced by the Company or any Subservicer, the Company or such
Subservicer, as applicable, shall, to the extent the Company or
such Subservicer has knowledge, provide to the party
responsible
for filing such report (including, if applicable, the Master
Servicer) notice of the occurrence of any of the following
events
along with all information, data, and materials related thereto
as
may be required to be included in the related distribution
report
on Form 10-D (as specified in the provisions of Regulation AB
referenced below):
(i) any material
modifications, extensions or
waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation
AB);
(ii) material breaches
of pool asset representations
or warranties or transaction covenants (Item 1121(a)(12) of
Regulation AB); and
(iii) information regarding new asset-backed
securities issuances backed by the same pool assets, any
pool asset changes (such as, additions,
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substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition
or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
(g) The Company
shall provide to the Purchaser, any Master
Servicer and any Depositor, evidence of the authorization of
the
person signing any certification or statement, copies or other
evidence of Fidelity Bond Insurance and Errors and Omission
Insurance policy, financial information and reports, and such
other information related to the Company or any Subservicer or
the
Company or such Subservicer's performance hereunder."
(p)
Section
13.05(1)(a)(iv) of the Agreement is hereby amended and
restated
in its entirety as follows:
"(iv) deliver, and cause each subservicer and subcontractor
described in clause (iii) above to deliver, to the Purchaser,
any
Depositor and any other Person that will be responsible for
signing the certification (a "Sarbanes Certification") required
by
Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an
asset-backed issuer with respect to a Securitization Transaction
a
certification, signed by an appropriate officer of the
Servicer,
in the form attached hereto as Exhibit 11."
(q)
Section 13.06(a)
of the Agreement is hereby amended to revise the
number of
calendar days in the first sentence of such Section from
"fifteen
(15)" to "thirty (30)."
(r)
Section 13.06(a)
of the Agreement is hereby amended to add
Sections
13.03(f) and 13.03(g) as provisions that the Subservicers must
comply
with to same extent as if such Subservicer were the Servicer.
(s)
The last
sentence of the last paragraph of Section 13.06 of the
Agreement
is amended to require the Servicer to cause any Subservicer or
Subcontractor to provide any assessment of compliance and
attestation
but also
any other certifications required to delivered under this
Section
13.06.
(t)
Section
13.07(a)(ii) of the Agreement is hereby amended and
restated
in its entirety as follows:
"(ii) any breach by the Seller or Servicer under, or any
failure
by any Seller, the Servicer, any Subservicer, any Subcontractor
or
any Third-Party Originator to deliver any information, report,
certification, accountants' letter or other material when and
as
required, under this Article XIII, including any failure by the
Servicer to identify pursuant to Section 13.06(b) any
Subcontractor "participating in the servicing function" within
the
meaning of Item 1122 of Regulation AB;"
(u)
The word "or" is
struck at the end of Section 13.07(a)(ii) of the
Agreement
and the following is inserted to Section 13.07(a) of the
Agreement:
"(iv) negligence, bad faith or willful misconduct of the
Servicer
in connection with its performance under this Article XIII.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Servicer agrees that it shall contribute to the amount paid
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or payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified
Party
in such proportion as is appropriate to reflect the relative
fault
of such Indemnified Party on the one hand and the Servicer on
the
other.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement."
(v)
The following
parenthetical is inserted directly before the
proviso in
the last sentence of the first paragraph of Section
13.07(b)(i) of the Agreement:
"(and if the Servicer is servicing any of the Mortgage Loans in
a
Securitization Transaction, appoint a successor servicer
reasonably acceptable to the Master Servicer for such
Securitization Transaction)"
(w)
Exhibits 6.02(a)
and 6.02(b) of the Agreement is hereby deleted
and
replaced with Exhibit II to this Assignment.
(x)
Exhibit 11 to
the Agreement is hereby deleted and replaced with
Exhibit
A-1 to this Assignment.
(y)
Exhibit 14 to
the Agreement is hereby deleted and replaced with
Exhibit
B-1 to this Assignment.
(z)
Exhibit III to
this Assignment is hereby added to the Agreement as
a new
Exhibit 15 thereto.
6.
Continuing
Effect
Except as
contemplated hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
7.
Governing
Law
This
Assignment and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws of
the State of
New York.
8.
Notices
Any
notices or other communications permitted or required under the
Agreement to be made to the Depositor, MSMCI, the Master Servicer,
the
Sellers, the Servicer and the Trustee shall be made in accordance
with the
terms of the Agreement and shall be sent to the Depositor and
Trustee as
follows:
In the
case of MSMCI:
Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: Morgan Stanley Mortgage Loan Trust 2006-2
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With a
copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: General Counsel's Office
In the
case of the Depositor:
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan
Stanley Mortgage Loan Trust 2006-2
In the
case of the Trustee:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinios 60603
Attention: Global Securities and Trust Services MSM 2006-2
In the
case of PHH and the Servicer:
PHH
Mortgage Corporation
3000 Leadenhall Road
Mt. Laurel, NJ
08054
Attention: Peter A.
Thomas, Vice President, Secondary Marketing
In the
case of Bishop's Gate:
Bishop's Gate Residential Mortgage Trust
c/o PHH Mortgage Corporation
3000 Leadenhall Road
Mt. Laurel, NJ 08054
Attention: Peter A.
Thomas, Vice President, Secondary Marketing
or to such other address as may hereafter be furnished by the
Depositor and
the Trustee to the parties in accordance with the provisions of the
Agreement.
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<PAGE>
9.
Ratification
Except as modified and expressly amended by this Assignment,
the
Agreement is in all respects ratified and confirmed, and all terms,
provisions
and conditions thereof shall be and remain in full force and
effect.
10.
Counterparts
This
Assignment may be executed in counterparts, each of which when
so
executed shall be deemed to be an original and all of which whe
