Exhibit 99.14(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
January
1, 2006, (this "Agreement") among Morgan Stanley Mortgage Capital
Inc.
("Assignor"), Morgan Stanley Capital I Inc. ("Assignee") and Wells
Fargo Bank,
National Association (in such capacity, the "Company") and
acknowledged by
LaSalle Bank National Association ("LaSalle"), as trustee (the
"Trustee") of
Morgan Stanley Mortgage Loan Trust 2006-1AR (the "Trust"), and
Wells Fargo
Bank, National Association, as master servicer (or any successor
master
servicer, the "Master Servicer"):
For and in consideration of the sum of TEN DOLLARS ($10.00) and
other
valuable consideration the receipt and sufficiency of which hereby
are
acknowledged, and of the mutual covenants herein contained, the
parties hereto
hereby agree as follows:
Assignment and Conveyance
-------------------------
1. The Assignor hereby conveys, sells, grants, transfers and
assigns
to the Assignee all of the right, title and interest of the
Assignor, as
purchaser, in, to and under (a) those certain mortgage loans listed
on the
schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit
I (the
"Mortgage Loans"); (b) that certain Seller's Warranties and
Servicing
Agreement, dated as of December 1, 2005 (the " Purchase Agreement")
between
the Assignor, as purchaser (the "Purchaser"), and the Company, as
seller and
servicer, solely insofar as the Purchase Agreement relate to the
Mortgage
Loans. In connection with the transfer of the Mortgage Loans
hereunder, the
Company agrees that, from and after the date hereof, each Mortgage
Loan
transferred hereunder will be subject to, and serviced under, the
Purchase
Agreement.
The Assignor specifically reserves and does not assign to the
Assignee
hereunder any and all right, title and interest in, to and under
and any
obligations of the Assignor with respect to any mortgage loans
subject to the
Purchase Agreement which are not the Mortgage Loans set forth on
the Mortgage
Loan Schedule and are not the subject of this Agreement.
Recognition of the Company
--------------------------
2. From and after January 31, 2006 (the "Closing Date"), the
Company
shall and does hereby recognize that the Assignor will transfer the
Mortgage
Loans and assign its rights and obligations under the Purchase
Agreement
(solely to the extent set forth herein) to the Assignee and that
the Assignee
will thereafter on the Closing Date transfer the Mortgage Loans and
assign its
rights and obligations under the Purchase Agreement and this
Agreement to the
Trust created pursuant to the Pooling and Servicing Agreement,
dated as of
January 1, 2006 (the "Pooling Agreement"), among the Assignee, the
Trustee,
the Master Servicer and Wells Fargo Bank, National Association, as
securities
administrator. The Company hereby acknowledges and agrees that from
and after
the Closing Date (i) the Trust will be the owner of the Mortgage
Loans, (ii)
the Company shall look solely to the Trust for performance of any
obligations
of the Assignor insofar as they relate to the enforcement of
the
representations, warranties and covenants with respect to the
Mortgage Loans,
(iii) the Trust (including the Trustee and, with respect to the
servicing of
the Mortgage Loans, the Master Servicer acting on the Trust's
behalf) shall
have all the rights and remedies available to the Assignor, insofar
as they
relate to the Mortgage Loans, under the Purchase Agreement,
including, without
limitation, the enforcement of the document delivery requirements
set forth in
Section 2.03 of the Purchase Agreement, and shall be entitled to
enforce all
of the obligations of the Company thereunder insofar as they relate
to the
Mortgage Loans, and (iv) all references to the Purchaser (insofar
as they
relate to the rights, title and interest
<PAGE>
and, with respect to obligations of the Purchaser, only insofar as
they relate
to the enforcement of the representations, warranties and covenants
of the
Company) under the Purchase Agreement insofar as they relate to the
Mortgage
Loans, shall be deemed to refer to the Trust. Neither the Company
nor the
Assignor shall amend or agree to amend, modify, waiver, or
otherwise alter any
of the terms or provisions of the Purchase Agreement, except as set
forth
herein, which amendment, modification, waiver or other alteration
would in any
way affect the Mortgage Loans or the Company's performance under
the Purchase
Agreement with respect to the Mortgage Loans without the prior
written consent
of the Master Servicer.
3. Notwithstanding any statement to the contrary in Section 2
above,
the Company shall and does hereby acknowledge that the
indemnification
provisions set forth in the sixth paragraph of Section 3.03,
Section 8.01 and
Section 9.01(g) of the Purchase Agreement shall be available to and
for the
benefit of the Assignor, the Assignee and the Trust (including the
Trustee and
the Master Servicer acting on the Trust's behalf), as provided in
the Purchase
Agreement.
4. Representations and Warranties
------------------------------
a. The Assignee 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
Assignor or the Company other than those contained in the
Purchase
Agreement or this Agreement.
b. Each of the parties hereto represents and warrants that it
is duly and legally authorized to enter into this Agreement.
c. Each of the Assignor, Assignee and Company hereto 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).
d. The Company
hereby restates, as of the Closing Date, the
representations and warranties set forth in Section 3.01 of the
Purchase Agreement to and for the benefit of the Assignee and
the
Trust, and by this reference incorporates such representations
and
warranties herein, as of such Closing Date.
5. The Company hereby acknowledges that Wells Fargo Bank,
National
Association has been appointed as the Master Servicer of the
Mortgage Loans
pursuant to the Pooling Agreement and, therefore, has the right to
enforce all
obligations of the Company under the Purchase Agreement. Such
rights will
include, without limitation, the right to terminate the Company
under the
Purchase Agreement upon the occurrence of an event of default
thereunder, the
right to receive all remittances required to be made by the Company
under the
Purchase Agreement, the right to receive all monthly reports and
other data
required to be delivered by the Company under the Purchase
Agreement, the
right to examine the books and records of the Company,
indemnification rights
and the right to exercise certain rights of consent and approval
relating to
actions taken by the Assignor. The Company shall make all
distributions under
the Purchase Agreement to the Master Servicer by wire transfer of
immediately
available funds to:
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<PAGE>
Wells Fargo Bank, National Association
ABA Number:
121-000-248
Account Name:
Corporate Trust Clearing
Account number:
3970771416
For further credit to:
50890500, MSM 2006-1AR
The Company 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, MSM 2006-1AR
Office Number: (410)
884-2000
Telecopier: (410)
715-2380
6. It is expressly understood and agreed by the parties hereto
that
(i) this Agreement is executed and delivered by LaSalle, 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 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
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,
individually or personally, to perform any covenant (either express
or
implied) contained herein, (iv) under no circumstances shall
LaSalle 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 Agreement and (v) all recourse for any payment liability or
other
obligation of the assignee shall be had solely to the assets of the
Trust.
Amendments to the Purchase Agreement
------------------------------------
7. The parties to this Agreement hereby agree to amend the
Purchase
Agreement as follows solely with respect to the Mortgage Loans:
(a) "Permitted Investments" shall have the meaning of such term
as
defined in the Pooling Agreement.
(b) Section 3.01(i) (Selection Process), Section 3.01(k) (Sale
Treatment) and Section 3.01(m) (No Broker's Fees) of the Purchase
Agreement
shall be inapplicable.
(c) Section 4.05(vii) of the Purchase Agreement is hereby amended
to
add the term "Monthly Advances," prior to the term "Servicing
Advances."
(d) The third paragraph of Section 4.16 of the Purchase Agreement
is
hereby amended and restated in its entirety as follows:
"The Company shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in
any
event within one year after title has been taken to such REO
Property, unless (i) a REMIC election has not been made with
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<PAGE>
respect to the arrangement under which the Mortgage Loans and the
REO
Property are held, and (ii) the Company determines that a
longer
period is necessary for the orderly liquidation of such REO
Property.
If a period longer than one year is permitted under the
foregoing
sentence and is necessary to sell any REO Property, (i) the
Company
shall report monthly to the Purchaser as to the progress being
made
in selling such REO Property and (ii) if a purchase money mortgage
is
taken in connection with such sale, such purchase money
mortgage
shall name the Company as mortgagee, and such purchase money
mortgage
shall not be held pursuant to this Agreement."
(e) The words "on or before the Remittance Date" are hereby
deleted
from the first sentence of Section 4.17 of the Purchase
Agreement.
(f) The second sentence of the second paragraph of Section 5.01 of
the
Purchase Agreement 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."
(g) The first paragraph of Section 5.02 of the Purchase Agreement
is
hereby amended and restated in its entirety as follows:
"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."
(h) Section 6.04 of the Purchase Agreement is hereby modified
as
follows:
(1) delete paragraph (i) in its entirety;
(2) delete "(ii)"; and
(i) the phrases "Purchaser and any Depositor" and "Purchaser and
such
Depositor" are hereby deleted and replaced with "Purchaser or
Master Servicer"
and "Purchaser or such Master Servicer", respectively.
(j) Section 6.06 of the Purchase Agreement is hereby modified
as
follows:
(1) the phrases "Purchaser and any Depositor" and "Purchaser
and such Depositor" are hereby deleted and replaced with
"Purchaser or Master Servicer" and "Purchaser or 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
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<PAGE>
(k) 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,"
(l) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
6.07(i) of the
Purchase Agreement:
"(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)"
(m)
Section 6.10 is hereby deleted in its entirety.
(n) Section 9.01(f)(iv) of the Purchase Agreement 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 and
Third-Party
Originator 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, 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
Section 9.01(f)(i)(D) (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."
(o) Sections 9.01(f)(vi) of the Purchase Agreement 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
over time (Item 1121(a)(11) of Regulation AB);
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<PAGE>
(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)."
(p) Section 9.01(f)(vii) of the Purchase Agreement 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."
(q) Section 9.01(g) of the Purchase Agreement 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: 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:
(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, 6.06, 9.01(e) and (f) by or
on behalf of the Company, or provided under Sections 4.25,
6.04, 6.06, 9.01(e) and (f) by or on behalf of any Subservicer,
Subcontractor or Third-Party Originator (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;
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<PAGE>
(ii) any breach by the Company of its obligations under,
or any failure by the Company, 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, Sections 4.25, 6.04,
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)(vi)(A) or in a writing
furnished pursuant to Section 9.01(f)(vi)(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)(vi)(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 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,
any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this
Agreement
or the termination of any party to this Agreement."
(r) The following paragraph is hereby incorporated into the Sale
and
Servicing Agreement as new Section 13:
"Third Party Beneficiary. For purposes of this Agreement,
including but not limited to Subsections 6.04 and 6.05, 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."
(s)
Section 10.01(i) of the Purchase Agreement is hereby amended
and
restated in its entirety as follows:
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<PAGE>
"any failure by the Company to remit to the Purchaser any
payment
required to be made under the terms of this Agreement which
continues
unremedied for a period of five (5) Business Days after the date
upon
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Company by the Purchaser;
or"
(t) Section 10.01(ii) of the Purchase Agreement is hereby amended
and
restated in its entirety as follows:
"failure by the Company duly to observe or perform in any
material
respect any other of the covenants or agreements on the part of
the
Company set forth in this Agreement (other than as set forth in
Section 6.07) which continues unremedied for a period of 90
days
after the date on which written notice of such failure, requiring
the
same to be remedied, shall have been given to the Company by
the
Purchaser or by the Custodian; or"
(u) The word "or" added to the end of Section 10.01(ix) of the
Purchase Agreement and the following paragraph is hereby
incorporated into the
Purchase Agreement as new Section 10.01(x):
"(x) failure by the Servicer to duly perform, within the
required
time period, its obligations under Sections 6.04 or 6.06 which
failure continues unremedied for a period of fourteen (14)
calendar
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 Agreement or by any master
servicer
responsible for master servicing the Mortgage Loans pursuant to
a
securitization of such Mortgage Loans."
(v)
Exhibit J to the Purchase Agreement is hereby replaced in its
entirety
with Exhibit A-1 to this Agreement.
Miscellaneous
-------------
8. Any notices or other communications permitted or required under
the
Agreement to be made to the Assignor, Assignee, the Master
Servicer, the
Company, 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 the Depositor:
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan
Stanley Mortgage Loan Trust 2006-1AR
In the case of the Trustee:
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<PAGE>
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 the Company:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa
50328-0001
Attention: John B.
Brown, MAC X2401-042
Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, Maryland
21703
Attention: Structured
Finance, MAC X3906-012
With a copy to:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa
50328-0001
Attention: General
Counsel, MAC X2401-06T
9.
This Agreement shall be construed in accordance with the laws
of the State of New York, without regard to conflicts of law
principles (except Section 5-1401 of the General Obligations
Law), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
10. 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.
11. 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 Assignor, Assignee or Company
may be merged or consolidated shall, without the requirement
for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.
12. Each
of this Agreement and the Purchase Agreement shall survive
the conveyance of the Mortgage Loans and the assignment of the
Purchase Agreement (solely with respect to the Mortgage Loans)
by Assignor to Assignee and nothing contained herein shall
supersede or amend the terms of the Purchase Agreement.
13. This
Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the
same instrument.
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<PAGE>
14. In the
event that any provision of this Agreement conflicts
with any provision of the Purchase Agreement with respect to
the Mortgage Loans, the terms of this Agreement shall control.
15.
Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have
the meanings given to such terms in the Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
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<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first
above
written.
MORGAN STANLEY MORTGAGE
CAPITAL INC., as Assignor
By: /s/ Steven
Shapiro
--------------------------------
Name: Steven
Shapiro
Title: Executive Director
MORGAN STANLEY CAPITAL I
INC., as Assignee
By: /s/ Steven
Shapiro
--------------------------------
Name: Steven
Shapiro
Title: Vice President
WELLS FARGO BANK, National
Association, as
Company
By: /s/ Lori
Maller
--------------------------------
Name: Lori Maller
Title: Assistant Vice President
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Darron C.
Woodus
------------------------------------
Name:
Darron C. Woodus
Title: Assistant
Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Morgan Stanley
Mortgage Loan Trust 2006-1AR
By: /s/ Christopher
Lewis
------------------------------------
Name: Christopher
Lewis
Title: Assistant Vice President
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<PAGE>
EXHIBIT I
Mortgage
Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
<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 number assigned to a loan by the
Servicer. This may be
different than the
LOAN_NBR
--------------------------------------
-------------------------------------------------- ---------
-------------
LOAN_NBR
A unique identifier assigned to each loan by the
originator.
--------------------------------------
-------------------------------------------------- ---------
-------------
CLIENT_NBR
Servicer Client Number
--------------------------------------
-------------------------------------------------- ---------
-------------
SERV_INVESTOR_NBR
Contains a unique number as assigned by
an external servicer to identify a
group of loans in their system.
--------------------------------------
-------------------------------------------------- ---------
-------------
BORROWER_FIRST_NAME
First Name of the Borrower.
--------------------------------------
-------------------------------------------------- ---------
-------------
BORROWER_LAST_NAME
Last name of the borrower.
--------------------------------------
-------------------------------------------------- ---------
-------------
PROP_ADDRESS
Street Name and Number of Property
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PROP_STATE
The state where the
property located.
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PROP_ZIP
Zip code where the property is located.
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BORR_NEXT_PAY_DUE_DATE
The date that the borrower's next
payment is due MM/DD/YYYY to the
servicer at the end of processing
cycle, as reported by Servicer.
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LOAN_TYPE
Loan Type (i.e. FHA, VA, Conv)
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BANKRUPTCY_FILED_DATE
The date a particular bankruptcy claim was filed.
MM/DD/YYYY
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BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was
filed.
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BANKRUPTCY_CASE_NBR
The case n
