Exhibit 99.8(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT, (this "Assignment") dated
as
of October 1, 2006 with an effective date of October 25, 2006 (the
"Effective
Date"), among Morgan Stanley Mortgage Capital Inc. ("MSMCI" or
the
"Purchaser"), GMAC Mortgage, LLC, a Delaware limited liability
company, as
successor by merger to GMAC Mortgage Corporation ("Servicer"), and
LaSalle
Bank National Association ("LaSalle"), as trustee ("Trustee") of
Morgan
Stanley Mortgage Loan Trust 2006-16AX (the "Trust") and
acknowledged by Wells
Fargo Bank, National Association, as master servicer (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,
the Purchaser is the owner of various mortgage loans, including
the mortgage loans identified on Schedule 1 hereto (the "Specified
Mortgage
Loans");
WHEREAS,
the Servicer and the Purchaser are parties to a Servicing
Agreement, dated as of May 20, 2005 (the "Initial Servicing
Agreement") and a
First Amended and Restated Servicing Agreement, dated as of January
1, 2006
(the "the Servicing Agreement"), pursuant to which the Servicer has
agreed to
service the Specified Mortgage Loans on behalf of the Purchaser as
"Owner" (as
such term is defined in the Servicing Agreement);
WHEREAS,
in connection with the servicing of the Mortgage Loans
hereunder, the Seller agrees that, from and after the date hereof,
each
Mortgage Loan serviced hereunder will be subject to the Servicing
Agreement;
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
The
Purchaser, as Owner, is the owner of all of the rights, title
and
interest of the rights (the "Servicing Rights"), in, to and under
the
Servicing Agreement as it relates to the servicing of the Specified
Mortgage
Loans. Pursuant to this Assignment, the Purchaser hereby grants,
transfers and
assigns (i) its rights and obligations, as "Owner" under the
Servicing
Agreement with respect to the Specified Mortgage Loans other than
the
Servicing Rights which the Owner explicitly retains and (ii) any
rights
granted to the Purchaser as Owner under the Servicing Agreement to
the
Depositor (the "First Assignment and Assumption"), and the
Depositor hereby
acknowledges the First Assignment and Assumption. Immediately after
giving
effect to the First Assignment and Assumption, the Depositor hereby
grants,
transfers and assigns its rights and obligations in and under the
First
Assignment and Assumption to the Trustee, on behalf of the Trust,
and the
Trustee, on behalf of the Trust, hereby accepts such assignment
from the
Depositor (the "Second Assignment and Assumption").
The
Servicer hereby acknowledges each of the First Assignment and
Assumption and the Second Assignment and Assumption.
<PAGE>
For the
purposes of this Assignment and the Servicing Agreement,
Schedule 1 hereto shall constitute a "Mortgage Loan Schedule" as
such term is
defined in the Servicing Agreement, and the assignment set forth
herein shall
constitute a "Reconstitution" (as such term is defined in the
Servicing
Agreement).
2. Recognition
of Trustee
The
parties confirm that this Assignment includes the rights relating
to
amendments or waivers under the Servicing Agreement. Accordingly,
the right of
MSMCI, as Owner, to consent to any amendment of the Servicing
Agreement and
its rights concerning waivers as set forth in Section 16 of the
Servicing
Agreement shall be exercisable, to the extent any such amendment or
waiver
affects the Specified Mortgage Loans or any of the rights under the
Servicing
Agreement with respect thereto (other than the servicing of the
Specified
Mortgage Loans, which shall be enforced by the Master Servicer) by
the Trustee
on behalf of the Trust as the successor to the Purchaser in its
capacity as
Owner under the Servicing Agreement.
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 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
September 1, 2006 among the Depositor, Wells Fargo Bank, National
Association,
as securities administrator and master servicer, and the Trustee
(the "Pooling
and Servicing Agreement"), (ii) each of the representations,
undertakings and
agreements herein made on the part of the Trust as 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 and (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 Trust as 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 Servicer or MSMCI other
than those
contained in the Servicing 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.
(c) Each
of the Depositor, the Purchaser and the Servicer 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
<PAGE>
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
Servicer hereby warrants and represents to, and covenants with,
the Purchaser and the Trustee that each of the representations and
warranties
set forth in Section 6.01, other than the representations and
warranties set
forth in Section 6.01(a) of the Servicing Agreement are true and
correct with
respect to the Servicer as of the Effective Date. In addition, the
Servicer
hereby warrants and represents to, and covenants with, the
Purchaser and the
Trustee that, of the Effective Date, the Servicer is duly
organized, validly
existing and in good standing as a limited liability company under
the laws of
the state of Delaware and the Servicer is duly licensed and
qualified in all
states which such licensing or qualification is required to conduct
its
business or perform its obligations hereunder and the services and
is and will
remain in compliance with the laws of each state in which any
Mortgaged
Property is located to the extent necessary to ensure the
enforceability of
each Mortgage Loan and the servicing of the Mortgage Loan in
accordance with
the terms of the Servicing Agreement as modified by this
Assignment.
(e) The
Servicer hereby agrees that, for so long as the Trust is
reporting under the Exchange Act, its obligations under Sections
5.04 and 5.05
of the Initial Servicing Agreement and under Sections 31.04 and
31.05 of the
Servicing Agreement, as modified by this Assignment, shall survive
the
termination and removal of the Servicer as servicer of the
Specified Mortgage
Loans in the Trust and continue to apply for each calendar year
during which
the Servicer services the Specified Mortgage Loans.
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
Servicing
Agreement. Such rights will include, without limitation, the right
to
terminate the Servicer under the Servicing Agreement as provided
thereunder,
the right to receive all remittances required to be made by the
Servicer under
the Servicing Agreement, the right to receive all monthly reports
and other
data required to be delivered by the Servicer under the Servicing
Agreement,
the right to examine the books and records of the Servicer and the
right to
exercise certain rights of consent and approval granted to the
Purchaser under
the Servicing Agreement.
In
accordance with the Second Assignment and Assumption, the Trustee,
as
Owner, hereby directs the Servicer to make all distributions under
the
Servicing 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:
50955100, MSM 2006-16AX
<PAGE>
In
accordance with the Second Assignment and Assumption, the Trustee,
as
Owner, hereby directs the Servicer to deliver all reports required
to be
delivered under the Servicing 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 2006-16AX
Office Number: (410)
884-2000
Telecopier: (410) 715-2380
5.
Amendments to Servicing Agreement.
(a) The
following definitions in Section 1 are revised as follows with
respect to the Specified Mortgage Loans:
a. "Eligible Account" shall have the meaning set forth in the
Pooling
and Servicing Agreement.
b. "Eligible Investments" shall have the meaning of Permitted
Investments set forth in the Pooling and Servicing Agreement.
c. "Indemnified Party": each Party described in the first sentence
of
Section 31.07(a) of the Servicing Agreement.
d. "Remittance Date" shall mean no later than 1:00 p.m., New
York
time, on the 18th day of each month, or if such 18th day is not a
Business Day,
the first Business Day immediately following such 18th day.
(b) Solely
with respect to the Specified Mortgage Loans, the words ";
provided, however," to and including the end of the penultimate
sentence of
paragraph (a) of Section 3.01 are hereby deleted.
(c) Solely
with respect to the Specified Mortgage Loans, the following
sentence is inserted as the last sentence of the second paragraph
of Section
3.08 of the Servicing Agreement, "All Eligible Investments must
mature no
later than the Remittance Date on which the amounts invested in
such Eligible
Investments must be remitted to the Trust."
(d) The
following paragraph is hereby incorporated into the Servicing
Agreement as new Section 3.19:
"3.19 Fair
Credit Reporting Act
The Servicer, in its capacity as servicer for each Mortgage
Loan,
agrees to
fully furnish, in accordance with the Fair Credit Reporting
Act and
its implementing regulations, accurate and complete information
(e.g.,
favorable and unfavorable) on its borrower credit files to
Equifax,
Experian and Trans Union Credit Information Servicer (three of
the credit
repositories), on a monthly basis."
<PAGE>
(e) Solely with respect to the Specified Mortgage Loans, the
following deletions are hereby made to the fourth paragraph of
Section 4.01:
a. the words "following the Business Day" are hereby deleted
from the first sentence and
b.
the word "second" is hereby deleted from the second sentence.
(f) Solely with respect to the Specified Mortgage Loans, the
first
sentence
of Section 5.04 is amended by adding the words "(with a copy to
the Master
Servicer)" after the word "Owner".
(g) Solely with respect to the Specified Mortgage Loans,
Section
8.01(b) is
hereby amended and restated as follows:
"(b) failure on the part of the Servicer duly to observe or
perform in
any material respect any other of the covenants or agreements
on the
part of the Servicer set forth in this Agreement (including but
not
limited to breach by Servicer of any one or more of the
representations, warranties and covenants of the Servicer as set
forth
in Section
6.01 above) which continues uncured for a period of thirty
(30) days
(except that (x) such number of days shall be fifteen (15)
days in
the case of a failure to pay any premium for any insurance
policy
required to be maintained under this Agreement and (y) such
number of
days shall be fourteen (14) calendar days with respect to the
reports
required under Sections 31.04 and 31.05 and the last paragraph
of Section
25) after the earlier of the date on which (i) written notice
of such
failure, requiring the same to be remedied, shall have been
given to
the Servicer by the Owner, or (ii) Servicer first becomes aware
of such
failure."
(h) Solely with respect to the Specified Mortgage Loans, the
rights of
the Servicer pursuant to clause (iv) of Section 9.01(a) are
hereby
deleted.
(i) Solely with respect to the Specified Mortgage Loans, the
rights of
the Servicer pursuant to Section 9.02 are hereby deleted.
(j) Section 20(a) of the Servicing Agreement is hereby amended
to
add the
Master Servicer as an "Indemnified Party" in accordance with
such
Section.
(k) Solely with respect to the Specified Mortgage Loans, the
following
is added to the end of Section 22(a):
"or as necessary to provide the reports required by Section
4.05
of the
Pooling and Servicing Agreement."
(l) Section 31.03(d) of the Servicing 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 to) (i)
promptly notify the Purchaser, any Master Servicer and any
Depositor
<PAGE>
in writing of (A) any litigation or governmental proceedings
pending against the Company, any Subservicer that would be
material to securityholders, (B) any affiliations or
relationships
that develop following the closing date of a Securitization
Transaction between the Company, any Subservicer 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, but
only
to the extent that such affiliations or relationships do not
include the Purchaser, Depositor or any of their respective
affiliates as a party, (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
Subcontractor to perform or assist the Company with 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."
(m) Section 31.03 (f) of the Servicing Agreement is hereby
amended
and restated in its entirety as follows:
"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) 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, 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).
(n) The
following is inserted as 31.03 (g) of the Servicing Agreement:
"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."
<PAGE>
(o)
Section 31.04 is hereby amended and restated in its entirety as
follows:
"On or before March 1 of each calendar year, commencing in
2007,
the Servicer shall deliver to the Owner and any Depositor a
statement of compliance addressed to the Owner and such
Depositor
and signed by an authorized officer of the Servicer, to the
effect
that (i) a review of the Servicer's activities during the
immediately preceding calendar year (or applicable portion
thereof) and of its performance under this Agreement and any
applicable Reconstitution Agreement during such period has been
made under such officer's supervision, and (ii) to the best of
such officers' knowledge, based on such review, the Servicer
has
fulfilled all of its obligations under this Agreement and any
applicable Reconstitution Agreement in all material respects
throughout such calendar year (or applicable portion thereof)
or,
if there has been a failure to fulfill any such obligation in
any
material respect, specifically identifying each such failure
known
to such officer and the nature and the status thereof.
"In the event that the Servicer fails to timely comply with
this
Section 31.04, the Depositor shall use its commercially
reasonable
efforts to obtain written statements or assurances from the
Commission, that such failure to provide the required statement
of
compliance on a timely basis, and a one time additional failure
by
the Servicer to comply with this Section 31.04, will not result
in
any adverse effect on the Depositor or its affiliates with
respect
to any Shelf Registration on Form S-3 of the Depositor or any
of
its affiliates. Any costs or expenses incurred by the Depositor
or
the Master Servicer in obtaining such statement or assurances
from
the Commission shall be reimbursed to the Depositor by the
Servicer. In the event that the Depositor is unable to receive
any
such assurances from the Commission after the use of such
commercially reasonable efforts of the related year, such
failure
by the Servicer to comply with this Section 31.04 shall be
deemed
an Event of Default, automatically at such time, without notice
and without any cure period, and Depositor may, in addition to
whatever rights the Depositor may have under Section 20 of the
Servicing Agreement and at law or equity or to damages,
including
injunctive relief and specific performance, terminate all the
rights and obligations of the Servicer under this Agreement and
in
and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same, as provided in Section
9
of the Servicing Agreement. Such termination shall be
considered
with cause pursuant to Section 9.01 of the Servicing Agreement.
This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary."
(p)
Section 31.05(a)(iv) of the Servicing Agreement is hereby
amended
and
restated in its entirety as follows:
"deliver, and cause each Subservicer and Subcontractor
described
in clause (iii) above to deliver, to the Purchaser, the Master
Servicer, 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 I. In addition to providing the Sarbanes
<PAGE>
Certification, the Servicer shall also cooperate with the
Depositor and provide such additional information as the
Depositor
may reasonably request with respect thereto."
(q) The
third sentence of Section 31.06(a) is amended to require the
Company to
cause any Subservicer or Subcontractor to comply with all of
the
following Sections of the Servicing Agreement: Section 31.02,
Section
31.03(c), (e), (f) and (g), Section 31.04, Section 31.05,
Section
31.06(a) and Section 31.07.
(r) The
last sentence of the second paragraph of Section 31.06(b) is
amended to
require the Company to cause any Subservicer or Subcontractor
to provide
any assessment of compliance and attestation but also any
other
certifications required to delivered under Section 31.05.
(s)
Section 31.07(a)(ii) of the Servicing Agreement is hereby
amended
and
restated in its entirety as follows:
"(ii) any breach by the Company under this Section 31,
including
particularly any failure by the Company, any Subservicer, any
Subcontractor to deliver any information, report,
certification,
accountants' letter or other material when and as required,
under
this Article II, including any failure by the Company to
identify
pursuant to Section 31.06(b) any Subcontractor "participating
in
the servicing function" within the meaning of Item 1122 of
Regulation AB;"
(t) The
word "or" is struck at the end of Section 31.07(a)(ii) of the
Servicing
Agreement, the word "or" is added at the end of Section
31.07(a)(iii) of the Servicing Agreement, and the following is
inserted
to Section
31.07(a) of the Servicing Agreement:
"(iv) negligence, bad faith or willful misconduct of the
Company
in connection with its performance under this Article II.
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.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement."
(u) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
31.07(b)(i) of the Servicing 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)"
(v) The following paragraph is hereby incorporated into the
Servicing Agreement as new Section 32:
<PAGE>
"Third Party Beneficiary. For purposes of this Agreement, any
master servicer appointed in connection with a Reconstitution
by
the Owner shall be considered a third party beneficiary to this
Agreement (including but not limited to Sections 31.01, 31.03
and
31.04 hereof) with respect to the Specified Mortgage Loans
entitled to all the rights and benefits accruing to any master
servicer herein with respect to the Specified Mortgage Loans as
if
it were a direct party to this Agreement."
(w) Schedule I to the Servicing Agreement is hereby replaced in
its entirety with the Amended and Restated Schedule I attached
to
this Assignment as Exhibit II.
(x)
Exhibit J to the Servicing Agreement is hereby replaced in its
entirety with Exhibit IV attached hereto.
(y) All
assessments, reports and certifications required to be
delivered
by the Servicer this Assignment shall include the Master Servicer
as an
addressee, and the Master Servicer shall be entitled to rely upon
all such
assessments, reports and certifications.
(z)
Written notice provided in compliance with Sections 31.03(d), (e)
or
(f) of the Servicing Agreement shall be substantially in the form
of Exhibit
III to this Agreement.
6.
Notices
The
Depositor's address for purposes for all notices and
correspondence
related to the Mortgage Loans, this Assignment and the Servicing
Agreement is
:
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan
Stanley Mortgage Loan Trust 2006-16AX
The
Trustee's address for purposes for all notices and
correspondence
related to the Mortgage Loans, this Assignment and the Servicing
Agreement is
:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2006-16AX
The
Purchaser's address for purposes for all notices and
correspondence
related to the Mortgage Loans, this Assignment and the Servicing
Agreement is
:
Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
<PAGE>
Attention: Morgan Stanley Mortgage Loan Trust 2006-16AX
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 Assignment is :
GMAC Mortgage, LLC
100 Witmer Road
Horsham, Pennsylvania 92127
Attention: Executive
Vice President of National Loan
Administration
7. Certain
Matters Regarding the Trustee
Each party hereto hereby agrees as follows:
Notwithstanding any term hereof to the contrary, the execution
and
delivery of this Assignment by Trustee is solely in its capacity as
trustee
for Morgan Stanley Mortgage Loan Trust 2006-16AX and not
individually, and any
recourse against Trustee in respect of any obligations it may have
under or
pursuant to the terms of this Assignment (if any) shall be limited
solely to
the assets it may hold as trustee of Morgan Stanley Mortgage Loan
Trust
2006-16AX.
8.
Continuing Effect
Except as
contemplated by this Assignment, the Servicing Agreement shall
remain in full force and effect in accordance with its terms.
9.
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.
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 when
taken
together shall constitute one and the same instrument.
<PAGE>
11.
Definitions
Any
capitalized term used but not defined in this Assignment has
the
same meaning as in the Servicing Agreement.
[SIGNATURE PAGE FOLLOWS]
<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.
<TABLE>
<CAPTION>
<S>
<C>
Purchaser
Trust
MORGAN STANLEY MORTGAGE LOAN TRUST 2006-16AX
MORGAN STANLEY MORTGAGE CAPITAL INC.
BY: LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE
/s/ Valerie Kay
/s/ Susan L. Feld
-----------------------------------
--------------------------------
By: Valerie Kay
By: Susan L. Feld
Its: Vice
President
Its:
Assistant Vice President
Taxpayer Identification
Number:
Servicer
GMAC MORTGAGE, LLC
/s/ Wesley B. Howland
----------------------------------
By: Wesley B. Howland
Its:
Vice President
Taxpayer Identification
Number: 23-1694840
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MASTER
MORGAN STANLEY CAPITAL I INC.
SERVICER
/s/ Valerie Kay
/s/ Patricia Russo
---------------------------------
------------------------------------
By: Valerie Kay
By: Patricia Russo
Its:
Vice President
Its:
Vice President
Taxpayer Identification
Number:
</TABLE>
<PAGE>
Schedule I
Specified Mortgage Loan Schedule
[see Schedule A to the Pooling and Servicing Agreement
on
file with the Servicer, the Master Servicer and the Depositor]
<PAGE>
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_
