Exhibit 99.12d
EXECUTION COPY--Post Reg AB
OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as
of
December 1, 2006 (the "Assignment" or the "Agreement"), among
Morgan Stanley
Mortgage Capital Inc. ("Owner"), Wells Fargo Bank, National
Association, a
national banking association ("Servicer"), and LaSalle Bank
National Association
("LaSalle"), as trustee ("Trustee") of each of the Morgan Stanley
Mortgage Loan
Trusts listed on Schedule 1 hereto (each, a "Trust" and together,
the "Trusts")
and acknowledged by Wells Fargo Bank, National Association, as
master servicer
under each of the Pooling and Servicing Agreement described below
(in such
capacity, the "Master Servicer") and as securities administrator
(in such
capacity, the "Securities Administrator") and Morgan Stanley
Capital I Inc. (the
"Depositor").
WHEREAS,
on the respective transaction closing dates set forth on
Schedule
1 hereto, the Owner sold those certain mortgage loans in each Trust
identified
on Schedule 2 attached hereto (the "Specified Mortgage Loans") to
the related
Trust, each of which was formed pursuant to the related pooling and
servicing
agreement described on Schedule 1 attached hereto (in each case,
the "Pooling
and Servicing Agreement");
WHEREAS,
in connection with the sale of the Specified Mortgage Loans to
the Trust, the Owner retained the right to service the Specified
Mortgage Loans
(the "Servicing Rights");
WHEREAS,
pursuant to that certain servicing agreement, dated as of May
20,
2005 (the "Initial GMAC Flow Servicing Agreement"), by and between
the Owner and
GMAC Mortgage Corporation ("GMAC Corp."), as amended by the First
Amended and
Restated Servicing Agreement, dated as of January 1, 2006 (the
"Amended Flow
Servicing Agreement" and, together with the Initial GMAC Flow
Servicing
Agreement, the "GMAC Flow Servicing Agreement") and as further
modified by the
related Assignment, Assumption and Recognition Agreement identified
on Schedule
3 hereto, each dated as of the date of the Pooling and Servicing
Agreement, by
and among the Owner, GMAC Corp., and the Trustee, and acknowledged
by the Master
Servicer and Securities Administrator and by the Depositor (each, a
"GMAC AAR"
and, together with the GMAC Flow Servicing Agreement, for each
Trust, the
related "GMAC Servicing Agreement"), GMAC Corp. agreed to service
the Specified
Mortgage Loans on behalf of each Trust pursuant to the terms of the
related GMAC
Servicing Agreement;
WHEREAS,
in October 2006, GMAC Corp. was succeeded in a merger by GMAC
Mortgage, LLC ("GMAC") and GMAC assumed the servicing of the
Specified Mortgage
Loans on behalf of each Trust pursuant to the terms of the related
GMAC
Servicing Agreement; and
WHEREAS, the Owner has exercised its right to terminate GMAC
as servicer under each GMAC Servicing Agreement (and GMAC has
acknowledged each
such termination
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in writing) and to sell to the Servicer, and the Servicer purchased
from the
Owner the Servicing Rights and agrees to service the Specified
Mortgage Loans,
subject to the terms hereof and the terms (servicing provisions
only) of that
certain Seller's Warranties and Servicing Agreement (WFHM
2005-W102) attached as
Exhibit I hereto, dated as of December 1, 2005, by and between the
Owner and the
Servicer (the "SWSA"), as modified by this Omnibus Assignment,
Assumption and
Recognition Agreement (the "Wells AAR" and, together with the SWSA,
the "Wells
Servicing Agreement") and Servicer agrees to service the Specified
Mortgage
Loans in each Trust in accordance with the provisions of the Wells
Servicing
Agreement;
WHEREAS,
pursuant to the related Pooling and Servicing Agreement, the
Owner has obtained written consent from each Rating Agency that the
transfer of
servicing from GMAC to Servicer will not result in a ratings
downgrade on the
securities issued by the related transaction identified on Schedule
1 hereto.
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.
Acknowledgement of Sale of Servicing Rights.
The
Servicer and the Owner hereby acknowledge that, pursuant to the
Flow
Servicing Rights Purchase and Sale Agreement, dated as of May 12,
2005, as
amended, between the Owner, as seller, and the Servicer, as
purchaser (the
"Purchase Agreement"), the Owner, as owner of all of the Servicing
Rights with
respect to the Specified Mortgage Loans sold such Servicing Rights
to the
Servicer.
Pursuant to the
Purchase Agreement, Servicer purchased the Servicing
Rights with respect to the Specified Mortgage Loans and hereby
agrees to assume
the servicing of the Specified Mortgage Loans from GMAC and to
service them for
the benefit of each Trust listed on Schedule 1 hereto in accordance
with the
provisions of the Wells Servicing Agreement as modified by the
provisions of
this Agreement.
In
connection with the transfer of the Servicing Rights, the
Servicer
agrees that, from and after the applicable Servicing Transfer Date
as specified
on Schedule 1 attached hereto (each, a "Servicing Transfer Date"),
each
Specified Mortgage Loan will be subject to, and serviced by the
Servicer under,
the Wells Servicing Agreement.
The Owner
specifically reserves and does not assign to any Trust listed
on
Schedule 1 hereunder those rights under the Wells Servicing
Agreement that do
not relate to the servicing of the Specified Mortgage Loans and any
and all
right, title and interest in, to and under and any obligations of
the Owner with
respect to any mortgage loans subject to the Wells Servicing
Agreement which are
not the Specified Mortgage Loans.
2.
Recognition by the Servicer
The
Servicer hereby acknowledges and agrees that from and after the
applicable Servicing Transfer Date, the Trust shall be considered
the
"Purchaser" (as such term is defined in
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the SWSA), which term shall include, with respect to the servicing
of the
Specified Mortgage Loans, the Master Servicer acting on each
Trust's behalf) and
further agrees that each Trust shall have all the rights and
remedies available
to the Purchaser, insofar as they relate to the servicing of the
Specified
Mortgage Loans in that Trust, under the Wells Servicing Agreement.
Neither the
Servicer nor the Owner shall amend or agree to amend, modify, waive
or otherwise
alter any of the terms or provisions of the Wells Servicing
Agreement which
amendment, modification, waiver or other alteration would in any
way affect the
Specified Mortgage Loans in any Trust or the Servicer's performance
under the
Wells Servicing Agreement with respect to the Specified Mortgage
Loans in that
Trust without the prior written consent of the Master Servicer.
The
Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the
Mortgage Loans in
each Trust pursuant to the related Pooling and Servicing Agreement
and,
therefore, has the right to enforce all obligations of the Servicer
under the
Wells Servicing Agreement with respect to the Specified Mortgage
Loans. Such
rights will include, without limitation except that they relate
solely to the
Specified Mortgage Loans in each Trust, the right to terminate the
Servicer
under the Wells Servicing 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 Wells Servicing Agreement, the right to receive
all monthly
reports and other data required to be delivered by the Servicer
under the Wells
Servicing Agreement, the right to examine the books and records of
the Servicer,
indemnification rights, except as otherwise specified herein, and
the right to
exercise certain rights of consent and approval under the Wells
Servicing
Agreement. The Servicer shall make all distributions under the
Wells Servicing
Agreement required to be made to each Trust under this 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:
[See Schedule 1 hereto]
The
Servicer shall deliver all reports required to be delivered under
this
Agreement to the Master Servicer at the following address:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, [Insert Series Designation]
3.
Indemnification
Notwithstanding any statement to the contrary in Section 2 above,
the
Servicer shall and does hereby acknowledge that the indemnification
provisions
set forth in Section 3.03, Section 8.01 and Section 9.01(g) of the
SWSA shall be
available to and for the benefit of the Owner, the Depositor and
each Trust
(including the Trustee and the Master Servicer acting on that
Trust's behalf),
as provided in the Wells Servicing Agreement.
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4.
Representations and Warranties
(a)
Each of the
parties hereto represents and warrants that it is duly
and legally authorized to enter into this Agreement.
(b)
The Servicer
hereby warrants and represents that it is a Fannie Mae-
or FHLMC-approved Person.
(c)
Each of the
Owner and the Servicer represents and warrants that this
Agreement 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) and in the case of the
Servicer,
laws affecting the contract obligations of insured banks.
(d)
The Servicer
represents that, as of the date hereof, it has (i) a
servicing rating in the highest category of Fitch and Moody's
and
(ii) a servicer evaluation ranking in one of the two highest
categories of S&P.
(e)
The Owner hereby
represents that it has provided prior written
notice of the transfer of the servicing rights and the name of
the
successor Servicer to the Rating Agencies.
5.
Amendments to the SWSA
The
parties to this Agreement hereby agree to amend the SWSA with
respect
to the Specified Mortgage Loans as follows:
(a)
With respect to
Article I, the term "Permitted Investments" is
hereby added to the Definitions, and shall have the meaning of
such
term as defined in the Pooling and Servicing Agreement.
(b)
With respect to
Article I, the definition of "Static Pool
Information" shall be inapplicable.
(c)
With respect to
Article I, the definition of "Third-Party
Originator" shall be inapplicable.
(d)
Section 3.01(i)
(Selection Process), Section 3.01(k) (Sale
Treatment) and Section 3.01(m) (No Broker's Fees) of the SWSA
shall
be inapplicable.
(e)
Section 3.02
shall be inapplicable.
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(f)
The second
sentence of the second paragraph of Section 4.01 is
hereby amended and restated in its entirety as follows:
"Unless the Mortgagor is in default with respect to the
Mortgage
Loan or such default is, in the judgment of the Company,
imminent,
the Company shall not permit any modification of any Mortgage
Loan
that would change the Mortgage Interest Rate, defer or forgive
the
payment of any principal or interest payments, reduce or
increase
the outstanding principal amount (except for actual payments of
principal) or change the maturity date on such Mortgage Loan."
(g)
The last
paragraph of Section 4.04 is hereby amended and restated in
its entirety as follows:
"The foregoing requirements for deposit into the Custodial
Account
shall be exclusive, it being understood and agreed that,
without
limiting the generality of the foregoing, payments in the nature
of
late payment charges and assumption fees, to the extent amounts
on
deposit in Custodial Account may be invested at discretion of
the
Seller in the Permitted Investments permitted by Section 6.01,
need
not be deposited by the Company into the Custodial Account. Any
interest paid on funds deposited in the Custodial Account by
the
depository institution from investment in the Permitted
Investments
shall
accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the
Custodial
Account pursuant to Section 4.05."
(h)
Section
4.05(vii) is hereby amended to add the term "Monthly
Advances," prior to the term "Servicing Advances."
(i)
The words "on or
before the Remittance Date" are hereby deleted from
the first sentence of Section 4.17.
(j)
The second
sentence of the second paragraph of Section 5.01 is
hereby amended and restated in its entirety as follows:
"Such interest shall be deposited in the Custodial Account by
the
Company on the date such late payment is made and shall cover
the
period commencing with the day following the Business Day on
which
such payment was due and ending with the Business Day on which
such
payment is made, both inclusive."
(k)
The first
paragraph of Section 5.02 is hereby amended and restated
in its entirety as follows:
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"Not later than the Remittance Report Date, the Company shall
furnish to the Purchaser in an electronic form the information
required by the reports attached hereto as Exhibit II, or a
form
otherwise mutually agreed to by the Company and Purchaser, with
a
trial balance report attached thereto, as to the remittance
period
ending on the last day of the preceding month."
(l)
The second
paragraph of Section 6.02 is hereby amended and restated
in its entirety as follows:
"If the Company satisfies or releases a Mortgage (except pursuant
to
a
modification or liquidation pursuant to this agreement) without
first having obtained payment in full of the indebtedness secured
by
the Mortgage or should the Company otherwise prejudice any
rights
the Purchaser, the Trustee or the Trust Fund may have under the
mortgage instruments, the Company shall deposit into the
Custodial
Account the entire outstanding principal balance, plus all
accrued
interest on such Mortgage Loan, on the day preceding the
Remittance
Date in the month following the date of such release. The
Company
shall maintain the Fidelity Bond and Errors and Omissions
Insurance
Policy as provided for in Section 4.12 insuring the Company
against
any loss it may sustain with respect to any Mortgage Loan not
satisfied in accordance with the procedures set forth herein."
(m)
Section 6.04 is
hereby modified as follows:
(1) paragraph
(i) is inapplicable; and
(2) the phrases
"Purchaser and any Depositor" and "the Purchaser
and such Depositor" are hereby deleted and replaced with
"Master Servicer" and "such Master Servicer", respectively.
(n) Section 6.06 is hereby
modified as follows:
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(1) the phrases "Purchaser and any Depositor" and "the Purchaser
and
such Depositor" are hereby deleted and replaced with "Master
Servicer" and "such Master Servicer", respectively;
(2) Section 6.06(i) is hereby amended by inserting at the end
of
such subsection "(or those Servicing Criteria otherwise
mutually
agreed to by the Purchaser, the Company and any Person that will
be
responsible for signing any Sarbanes Certification with respect to
a
Securitization Transaction in response to evolving
interpretations
of Regulation AB)"; and
(o)
The first word
in Section 6.06(iv) is deleted and replaced in its
entirety with "deliver, and cause each Subservicer and
Subcontractor
described in clause (iii) above to deliver,"
(p)
The following
parenthetical is inserted directly before the proviso
in the last sentence of the first paragraph of Section 6.07(i):
"(and if the Company 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)"
(q)
Section 6.10 is
inapplicable.
(r)
Section
9.01(f)(i) is inapplicable.
(s)
Section
9.01(f)(ii) is inapplicable.
(t)
Section
9.01(f)(iii) is amended to require the Company to comply
with the obligations thereof in connection with the purchase of
servicing rights for the Specified Mortgage Loans.
(u)
Section
9.01(f)(iii) is also amended by adding the following after
item (H):
"(I) a description of any affiliation or relationship of a type
described in Item 1119 of Regulation AB between the Servicer and
any
of the following parties to a Securitization Transaction, as
such
parties are identified to the Servicer by the Purchaser or any
Depositor in writing in advance of such Securitization
Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
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(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party."
(v)
Section
9.01(f)(iv) is hereby amended and restated in its entirety
as follows:
"For the purpose of satisfying its reporting obligation under
the
Exchange Act with respect to any class of asset-backed
securities,
the Company shall (or shall cause each Subservicer to) (1)
provide
prompt notice to the Purchaser, any Master Servicer and any
Depositor in writing of (A) any material litigation or
governmental
proceedings pending against the Company or any Subservicer (B)
any
affiliations or relationships that develop following the
closing
date of a Securitization Transaction between the Company or any
Subservicer and any of the parties specified in Section
9.01(f)(iii)(I) (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 (2) provide
to
the Purchaser and any Depositor a description of such
proceedings,
affiliations or relationships."
(w)
Section
9.01(f)(vi) is hereby renumbered as 9.01(f)(viii), and the
following new Section 9.01(f)(vi) is hereby inserted as
follows:
"(vi) 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 (10) calendar 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
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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, 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)."
(x) Section
9.01(f)(vii) is hereby deleted in its entirety and
replaced with the following new Section 9.01(f)(vii) as
follows:
"(vii) 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."
(y) Section
9.01(g) is hereby amended and restated in its entirety
as follows:
"(g) The Company shall indemnify the Purchaser, each affiliate
of the Purchaser, and each of the following parties
participating in a Securitization Transaction or in connection
with the purchase of any servicing rights: each sponsor and
issuing entity; each Person responsible for the preparation,
execution or filing of any report required to be filed with
the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant to
Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Securitization Transaction; each broker dealer
acting as underwriter, placement agent or initial purchaser,
each Person who controls any of such parties or the Depositor
(within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present
and former directors, officers, employees and agents of each
of the foregoing and of the Depositor (each, an "Indemnified
Party"), and shall hold each of them harmless from and against
any losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising
out of or based upon:
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(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report,
certification, accountants' letter or other material provided
under Sections 4.25, 6.04(ii), 6.06, 9.01(e) and (f) by or on
behalf of the Company, or provided under Sections 4.25,
6.04(ii), 6.06, 9.01(e) and (f) by or on behalf of any
Subservicer, or Subcontractor (collectively, the "Company
Information"), or (B) the omission or alleged omission to
state in the Company Information a material fact required to
be stated in the Company Information or necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by way
of clarification, that clause (B) of this paragraph shall be
construed solely by reference to the Company Information and
not to any other information communicated in connection with a
sale or purchase of securities, without regard to whether the
Company Information or any portion thereof is presented
together with or separately from such other information;
(ii) any breach by the Company of its obligations under, or
any failure by the Company, any Subservicer or any
Subcontractor to deliver any information, report,
certification, accountants' letter or other material when and
as required under, Sections 4.25, 6.04(ii), 6.06, 9.01(e) and
(f), including any failure by the Company to identify any
Subcontractor "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB; or
(iii) any breach by the Company of a representation or
warranty set forth in Section 9.01(f)(viii)(A) or in a writing
furnished pursuant to Section 9.01(f)(viii)(B) and made as of
a date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by
such closing date, or any breach by the Company of a
representation or warranty in a writing furnished pursuant to
Section 9.01(f)(viii)(B) to the extent made as of a date
subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the
Company in connection with its performance under this Article
IX.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Company
agrees that it shall contribute to the amount paid 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
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appropriate to reflect the relative fault of such Indemnified
Party
on the one hand and the Company on the other.
In the case of any failure of performance described in
sub-clause
(ii) of this Section 9.01(g), the Company shall promptly
reimburse
the Purchaser, any Depositor, as applicable, and each Person
responsible for the preparation, execution or filing of any
report
required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act
with respect to such Securitization Transaction, for all costs
reasonably incurred by each such party in order to obtain the
information, report, certification, accountants' letter or
other
material not delivered as required by the Company, any
Subservicer
or any Subcontractor.
This indemnification shall survive the termination of this
Agreement
or
the termination of any party to this Agreement."
(z)
The following
paragraph is hereby incorporated into the SWSA as new
Section 13:
"Third Party Beneficiary. For purposes of this Agreement,
including
but not limited to Subsections 6.04 and 6.06, 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."
(aa)
Exhibit J is hereby
replaced in its entirety with Exhibit III to
this Omnibus Assignment, Assumption and Recognition Agreement.
6.
Notices
The
Depositor's address for purposes for all notices and
correspondence
related to the Mortgage Loans and this Agreement is:
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: [Insert
Series Designation]
The
Trustee's address for purposes for all notices and
correspondence
related to the Mortgage Loans and this Agreement is:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attn: Global Securities and Trust Services-[Insert Series
Designation]
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The
Owner's address for purposes for all notices and correspondence
related to the Mortgage Loans and this Agreement is:
Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: [Insert Series Designation]
With a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: General Counsel's Office
The
Servicer's address for purposes for all notices and
correspondence
related to the Mortgage Loans and this Agreement is:
Wells Fargo Bank, National Association
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: John B.
Brown, MAC X2302-033
With a copy to:
Wells Fargo Bank, National Association
1 Home Campus
Des Moines, Iowa
50328-0001
Attention: General
Counsel, MAC X2401-06T
and
Wells Fargo Bank, National Association
7430 New Technology Way
Frederick, Maryland 21703
Attention: Structured Finance, MAC X3906-012
7. Certain
Matters Regarding the Trustee
It is
expressly understood and agreed by the parties hereto that (i)
this
Agreement is executed and delivered by LaSalle Bank National
Association, not
individually or personally but solely on behalf of the related
Trusts, as the
assignee, in the exercise of the powers and authority conferred and
vested in
it, as Trustee, pursuant to the related Pooling and Servicing
Agreement, (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 related Trusts, (iii) nothing
herein contained
shall be construed as creating any liability for
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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 any Trust under this Agreement and (v) all
recourse for any
payment liability or other obligation of the assignee shall be had
solely to the
assets of the affected Trust.
8.
Governing Law
This
Agreement shall be governed by and construed in accordance with
the
laws of the State of New York, without regard to conflicts of law
principles,
and the obligations, rights and remedies of the parties hereunder
shall be
determined in accordance with such laws.
9.
Modifications
No term or
provision of this Agreement may be waived or modified unless
such waiver or modification is in writing and signed by the party
against whom
such waiver or modification is sought to be enforced.
10.
Successor and Assigns
This
Agreement shall inure to the benefit of (i) the successors and
assigns of the parties hereto and (ii) the Trust (including the
Trustee and the
Master Servicer acting on the Trust's behalf). Any entity into
which the Owner,
the Depositor or the Servicer may be merged or consolidated shall,
without the
requirement for any further writing, be deemed the Owner, the
Depositor or the
Servicer, respectively, hereunder.
11.
Continuing Effect
Except as
contemplated by this Assignment, the SWSA shall remain in full
force and effect in accordance with its terms.
12.
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 when
taken together
shall constitute one and the same instrument.
13.
Definitions
Any
capitalized term used but not defined in this Assignment has the
same
meaning as in the SWSA.
14.
Conflicts
In the
event that any provision of this Agreement conflicts with any
provision of the SWSA with respect to the Specified Mortgage Loans,
the terms of
this Agreement shall control.
13
<PAGE>
[SIGNATURE PAGE FOLLOWS]
14
<PAGE>
IN WITNESS
WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized
officers as of
the date first above written.
Owner
THE TRUSTS
MORGAN STANLEY MORTGAGE CAPITAL INC.
BY: LASALLE BANK
NATIONAL
ASSOCIATION, AS TRUSTEE OF EACH OF
THE TRUSTS SET FORTH ON SCHEDULE 1
HERETO
By: /s/ Van Cushny
By: /s/ Rita Lopez
Its: Vice
President
Its: Vice
President
Taxpayer Identification
Number:
Servicer
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Ruth M.
Kovalski
Its: Vice
President
Taxpayer Identification
Number:
Acknowledged and Agreed:
MORGAN STANLEY CAPITAL I INC.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS MASTER SERVICER
By: /s/ Valerie Kay
By: /s/ Diane
Courtney
Its: Managing
Director
Its: Vice
President
Taxpayer Identification
Number:
15
<PAGE>
SCHEDULE 1
THE TRUSTS
<TABLE>
<CAPTION>
-------------------------------- --------------------------
--------------------------------------------------------
Transaction Name
Servicing
Pooling and Servicing Agreement
Transfer Date
-------------------------------- --------------------------
--------------------------------------------------------
<S>
<C>
<C>
Morgan Stanley Mortgage Loan
December 1, 2006 The
Pooling and Servicing Agreement, dated as of
Trust 2006-12XS
September 1, 2006 by and among the Depositor, the
Master Servicer and Securities Administrator, and the
Trustee
-------------------------------- --------------------------
--------------------------------------------------------
Morgan Stanley Mortgage Loan
December 1, 2006 The
Pooling and Servicing Agreement, dated as of
Trust 2006-13ARX
September 1, 2006 by and among the Depositor, the
Master Servicer and Securities Administrator, and the
Trustee
-------------------------------- --------------------------
--------------------------------------------------------
<CAPTION>
-------------------------------- ----------------------
------------------------ ------------------
Transaction Name
Cut-off Date
Transaction Closing For
Further
Date
Credit To
-------------------------------- ----------------------
------------------------ ------------------
<S>
<C>
<C>
<C>
Morgan Stanley Mortgage Loan
September 1, 2006 September
29, 2006
50949200, MSM
Trust 2006-12XS
2006-12XS
-------------------------------- ----------------------
------------------------ ------------------
Morgan Stanley Mortgage Loan
September 1, 2006 September
29, 2006
50949300, MSM
Trust 2006-13ARX
2006-13ARX
-------------------------------- ----------------------
------------------------ ------------------
</TABLE>
16
<PAGE>
SCHEDULE 2
SPECIFIED MORTGAGE LOANS
[delivered to Owner, Servicer and Master Servicer]
17
<PAGE>
SCHEDULE 3
ASSIGNMENT ASSUMPTION AND RECOGNITION AGREEMENTS
<TABLE>
<CAPTION>
-------------------------------------------------------------
---------------------------------------------------------------
Transaction Name
Assignment Agreement
-------------------------------------------------------------
---------------------------------------------------------------
<S>
<C>
Morgan Stanley Mortgage Loan Trust 2006-12XS
The Assignment Assumption and Recognition Agreement dated as
of September 1, 2006
-------------------------------------------------------------
---------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust 2006-13ARX
The Assignment Assumption and Recognition Agreement dated as
of September 1, 2006
-------------------------------------------------------------
---------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT I
WELLS SERVICING AGREEMENT
[delivered to Owner, Servicer and Master Servicer]
2
<PAGE>
EXHIBIT II
Exhibit IIA: Standard File Layout - Delinquency Reporting
<TABLE>
<CAPTION>
----------------------------------
--------------------------------------------------------------
------------- ----------------
Column/Header Name
Description
Decimal Format
Comment
----------------------------------
--------------------------------------------------------------
------------- ----------------
<S>
<C>
<C>
<C>
SERVICER_LOAN_NBR
A unique numb
