EXHIBIT 99.11(f)
EXECUTION COPY
(GMAC TO ARVEST POST REG AB)
OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT,
(the "Assignment" or the "Agreement") dated as of August 1, 2006,
among Morgan
Stanley Mortgage Capital Inc. ("Owner"), Central Mortgage Company,
an Arkansas
corporation ("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" attached hereto as
Exhibit I),
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
of the
GMAC Servicing Agreement, as modified by this Omnibus Assignment,
Assumption
and Recognition Agreement and the Servicer agrees to service the
Specified
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Mortgage Loans in each Trust in accordance with the terms hereof
and the
provisions of the GMAC 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 Servicing Rights Purchase and Sale Agreement, dated as of April
17, 2006,
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 GMAC Servicing 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 GMAC Servicing Agreement.
The Owner specifically reserves and does not assign to any
Trust
listed on Schedule 1 hereunder those rights under the GMAC
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 GMAC
Servicing
Agreement which are not the Specified Mortgage Loans.
2.
Representations and Warranties
(a) The Servicer
hereby warrants and represents to, and
covenants with, the Owner and the Trustee that, except
as modified pursuant to Section 3 of this Assignment,
each of the representations and warranties set forth
in Section 6.01 of the Original Servicing Agreement
are true and correct with respect to the Servicer as
of the date hereof.
(b) Each of the
parties hereto represents and warrants
that it is duly and legally authorized to enter into
this Agreement.
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(c) The Servicer
hereby warrants and represents that it is
a FannieMae- or FHLMC-approved Person.
(d) 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.
3. Future
Covenants
For the purpose of satisfying the reporting obligation under
the
Exchange Act with respect to any class of asset-backed securities,
the
Servicer shall (i) promptly provide the Depositor and the
Securities
Administrator written notice substantially in the form of Exhibit
III (A) any
material litigation or governmental proceedings pending against the
Servicer,
(B) any Event of Default under the terms of this Agreement or any
Servicing
Agreement and (C) any merger, consolidation or sale of
substantially all of
the assets of the Servicer and (ii) provide to the Depositor and
the
Securities Administrator a description of such proceedings,
affiliations or
relationships.
4.
Amendments to the GMAC Flow Servicing Agreement:
The parties to this Agreement hereby agree to amend the GMAC
Flow
Servicing Agreement as follows with respect to the Specified
Mortgage Loans:
(a) The
definition of Eligible Account in Section 1 of the
GMAC Flow Servicing Agreement is hereby revised to add
the following:
"For purposes of this Agreement, an account maintained with
Arvest Bank shall be an Eligible Account."
(b) Section
2.08(b) of the GMAC Flow Servicing Agreement
is hereby deleted in its entirety.
(c) Section
21.02(a) of the GMAC Flow Servicing Agreement
is hereby replaced in its entirety with the following:
"(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS
OF THE STATE OF DELAWARE, THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR DELAWARE, AND APPELLATE COURTS FROM
ANY THEREOF;"
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(d) 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, Master
Servicer and any Depositor a statement of compliance
addressed to the Owner, Master Servicer 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.
(e) Schedule I
to the GMAC Flow Servicing Agreement is
hereby replaced in its entirety with the Amended and
Restated Schedule I attached to this Assignment as
Exhibit II.
(f) Written
notice provided in compliance with Sections
31.03(d), (e) or (f) of the GMAC Flow Servicing
Agreement shall be substantially in the form of
Exhibit III to this Agreement.
(g) Exhibit J to
the GMAC Flow Servicing Agreement is
hereby replaced in its entirety with Exhibit IV
attached hereto.
5.
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]
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The Owner's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Agreement
is:
Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: [Insert Series Designation]
With a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: General Counsel's Office
The Servicer's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Agreement
is:
Central Mortgage Company
801 John Barrow Road - Suite 1
Little Rock, Arkansas 72205
Attention: Lou Ann
Howard, Servicing Manager
6. 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 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.
7.
Governing Law
This Agreement shall be 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.
8.
Modifications
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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.
9.
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.
10. Continuing Effect
Except as contemplated by this Assignment, the GMAC Servicing
Agreement shall remain in full force and effect with respect to the
Servicer
in accordance with its terms.
11.
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.
12.
Definitions
Any capitalized term used but not defined in this Assignment
has
the same meaning as in the GMAC Servicing Agreement.
13.
Conflicts
In the event that any provision of this Agreement conflicts
with
any provision of the GMAC Servicing Agreement with respect to the
Specified
Mortgage Loans, the terms of this Agreement shall control.
[SIGNATURE PAGE FOLLOWS]
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<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>
Owner
THE TRUSTS
MORGAN STANLEY MORTGAGE CAPITAL INC.
BY: LASALLE BANK
NATIONAL ASSOCIATION, NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE OF EACH OF
THE
TRUSTS SET FORTH ON SCHEDULE 1 HERETO
By: /s/ Van Cushny
By: /s/ Susan L. Feld
Its: VP
Its: AVP
Taxpayer Identification
Number:
Servicer
CENTRAL MORTGAGE COMPANY
By: /s/ William G. Roehrenbeck
Its: President and CEO
Taxpayer Identification
Number: 62-1684387
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: VP
Its: Vice President
Taxpayer Identification
Number:
</TABLE>
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<PAGE>
SCHEDULE 1
THE TRUSTS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Servicing
Transaction Closing For Further
Transaction Name Transfer Date Pooling and Servicing Agreement
Cut-off Date Date
Credit To
----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
Morgan Stanley
August 1, 2006 The Pooling and Servicing Agreement, dated as of
February 1, 2006
February 28, 2006 50896100,
Mortgage Loan
February 1, 2006 by and among the Depositor, the
MSM
2006-
Trust 2006-3AR
Master Servicer and Securities Administrator, and
3AR
the Trustee
----------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley
August 1, 2006 The Pooling and Servicing Agreement, dated as of
April 1, 2006
April 28,
2006
50913800,
Mortgage Loan
April 1, 2006 by and among the Depositor, the
MSM 2006-
Trust 2006-6AR
Master Servicer and Securities Administrator, and
6AR
the Trustee
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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SCHEDULE 2
SPECIFIED MORTGAGE LOANS
[delivered to Owner, Servicer and Master Servicer]
9
<PAGE>
SCHEDULE 3
ASSIGNMENT ASSUMPTION AND RECOGNITION AGREEMENTS
<TABLE>
<CAPTION>
-------------------------------------------------------------
---------------------------------------------------------------
<S>
<C>
Transaction Name
Assignment Agreement
-------------------------------------------------------------
---------------------------------------------------------------
Morgan Stanley
Mortgage Loan Trust 2006-3AR
The Assignment Assumption and Recognition Agreement dated as
of February 1, 2006
-------------------------------------------------------------
---------------------------------------------------------------
Morgan Stanley
Mortgage Loan Trust 2006-6AR
The Assignment Assumption and Recognition Agreement dated as
of April 1, 2006
-------------------------------------------------------------
---------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT I
GMAC Servicing Agreement
[delivered to Owner, Servicer and Master Servicer]
2
<PAGE>
EXHIBIT II
Exhibit IIA: Standard File Layout - Delinquency Reporting
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Format
Column/Header Name
Description
Decimal Comment
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<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
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LOAN_NBR
A unique identifier assigned to each loan by the originator.
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CLIENT_NBR
Servicer Client Number
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SERV_INVESTOR_NBR
Contains a unique number as assigned by an external servicer
to identify a group of loans in their system.
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BORROWER_FIRST_NAME
First Name of the Borrower.
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BORROWER_LAST_NAME
Last name of the borrower.
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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 to the
MM/DD/YYYY
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 number assigned by the court to the bankruptcy
filing.
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POST_PETITION_DUE_DATE
The payment due date once the bankruptcy has been approved
MM/DD/YYYY
by the courts
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BANKRUPTCY_DCHRG_DISM_DATE
The Date The Loan Is Removed From Bankruptcy. Either by
MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
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LOSS_MIT_APPR_DATE
The Date The Loss Mitigation Was Approved By The Servicer
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_TYPE
The Type Of Loss Mitigation Approved For A Loan Such As;
------------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_EST_COMP_DATE
The Date The Loss Mitigation /Plan Is Scheduled To End/Close
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE
The Date The Loss Mitigation Is Actually Completed
MM/DD/YYYY
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FRCLSR_APPROVED_DATE
The date DA Admin sends a letter to the servicer with
MM/DD/YYYY
instructions to begin foreclosure proceedings.
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ATTORNEY_REFERRAL_DATE
Date File Was Referred To Attorney to Pursue Foreclosure
MM/DD/YYYY
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FIRST_LEGAL_DATE
Notice of 1st legal filed by an Attorney in a Foreclosure
MM/DD/YYYY
Action
------------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE
The date by which a foreclosure sale is expected to occur.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_DATE
The actual date of the foreclosure sale.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_AMT
The amount a property sold for at the foreclosure sale.
2
No commas(,)
or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------------
EVICTION_START_DATE
The date the servicer initiates eviction of the borrower.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE
The date the court revokes legal possession of the property
MM/DD/YYYY
from the borrower.
------------------------------------------------------------------------------------------------------------------------------------
LIST_PRICE
The price at which an REO property is marketed.
2
No commas(,)
or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------------
LIST_DATE
The date an REO property is listed at a particular price.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
OFFER_AMT
The dollar value of an offer for an REO property.
2
No commas(,)
or dollar signs
($)
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OFFER_DATE_TIME
The date an offer is received by DA Admin or by the Servicer.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
REO_CLOSING_DATE
The date the REO sale of the property is scheduled to close.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
REO_ACTUAL_CLOSING_DATE
Actual Date Of REO Sale
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
OCCUPANT_CODE
Classification of how the property is occupied.
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3
<PAGE>
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PROP_CONDITION_CODE
A code that indicates the condition of the property.
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PROP_INSPECTION_DATE
The date a property
inspection is performed.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
APPRAISAL_DATE
The date the appraisal was done.
MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
CURR_PROP_VAL
The current "as is" value of the property based on brokers
2
price opinion or appraisal.
------------------------------------------------------------------------------------------------------------------------------------
REPAIRED_PROP_VAL
The amount the property would be worth if repairs are
2
completed pursuant to a broker's price opinion or appraisal.
------------------------------------------------------------------------------------------------------------------------------------
If applicable:
------------------------------------------------------------------------------------------------------------------------------------
DELINQ_STATUS_CODE
FNMA Code Describing Status of Loan
------------------------------------------------------------------------------------------------------------------------------------
DELINQ_REASON_CODE
The circumstances which caused a borrower to stop paying on
a loan. Code indicates the reason why the loan is in default
for this cycle.
--------------------------------------
--------------------------------------------------------------
------------- ----------------
MI_CLAIM_FILED_DATE
Date Mortgage Insurance Claim Was Filed With Mortgage
MM/DD/YYYY
Insurance Company.
--------------------------------------
--------------------------------------------------------------
------------- ----------------
MI_CLAIM_AMT
Amount of Mortgage Insurance Claim Filed
No commas(,)
or dollar signs
($)
--------------------------------------
--------------------------------------------------------------
------------- ----------------
MI_CLAIM_PAID_DATE
Date Mortgage Insurance Company Disbursed Claim Payment
MM/DD/YYYY
--------------------------------------
--------------------------------------------------------------
------------- ----------------
MI_CLAIM_AMT_PAID
Amount Mortgage Insurance Company Paid On Claim
2
No commas(,)
or dollar signs
($)
--------------------------------------
--------------------------------------------------------------
------------- ----------------
POOL_CLAIM_FILED_DATE
Date Claim Was Filed With Pool Insurance Company
MM/DD/YYYY
--------------------------------------
--------------------------------------------------------------
------------- ----------------
POOL_CLAIM_AMT
Amount of Claim Filed With Pool Insurance Company
2
No commas(,)
or dollar signs
($)
--------------------------------------
--------------------------------------------------------------
------------- ----------------
POOL_CLAIM_PAID_DATE
Date Claim Was Settled and The Check Was Issued By The Pool
MM/DD/YYYY
Insurer
--------------------------------------
--------------------------------------------------------------
------------- ----------------
POOL_CLAIM_AMT_PAID
Amount Paid On Claim By
