Exhibit 99.9d
EXECUTION COPY- Post Reg AB
OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT,
dated as of September 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"), 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, 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 agreed to service 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 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
1
<PAGE>
"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 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,
2
<PAGE>
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.
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.
3
<PAGE>
(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.
(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
4
<PAGE>
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:
"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:
5
<PAGE>
"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:
(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):
6
<PAGE>
"(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;
(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:
7
<PAGE>
"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 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
8
<PAGE>
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:
(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
9
<PAGE>
(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 appropriate to reflect the
relative fault of such Indemnified Party on the one hand and
the Company on the other.
10
<PAGE>
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 II
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 1625
Chicago,
Illinois 60603
Attn:
Global Securities and Trust Services-[Insert Series
Designation]
11
<PAGE>
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
12
<PAGE>
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/ Susan L.
Feld
Its: Vice President
Its: Assistant Vice
President
Taxpayer Identification
Number:
Servicer
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Laurie
McGoogan
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: Vice President
Its: Vice
President
Taxpayer Identification
Number:
15
<PAGE>
SCHEDULE 1
THE TRUSTS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Transaction Name
Servicing
Pooling and Servicing Agreement Cut-off Date
Transaction For
Further
Transfer Date
Closing Date
Credit To
-----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
Morgan
Stanley
September 1, 2006 The Pooling and Servicing
May 1, 2006 May 31,
2006
50922400, MSM
Mortgage Loan Trust
Agreement, dated as of May 1,
2006-7
2006-7
2006 by and among the Depositor,
the Master Servicer and Securities
Administrator, and the Trustee
-----------------------------------------------------------------------------------------------------------------------------------
Morgan
Stanley
September 1, 2006 The Pooling and Servicing
May 1, 2006 May 31,
2006
50922500, MSM
Mortgage Loan Trust
Agreement, dated as of May 1,
2006-8AR
2006-8AR
2006 by and among the Depositor,
the Master Servicer and Securities
Administrator, and the Trustee
-----------------------------------------------------------------------------------------------------------------------------------
</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 2006-7
The Assignment Assumption and Recognition Agreement dated as of
May 1, 2006
----------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust 2006-8AR
The Assignment Assumption and Recognition Agreement dated as of
May 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 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.
-----------------------------
