INSTRUMENT OF APPOINTMENT AND ACCEPTANCE

INSTRUMENT OF APPOINTMENT AND ACCEPTANCE

OF U.S. BANK NATIONAL ASSOCIATION AS SUCCESSOR TRUSTEE AND IN

RELATED ANCILLARY TRUST ROLES

This Instrument of Appointment and Acceptance of Successor Trustee (this

"Agreement"), dated as of December 16, 2011, is by and among U.S. BANK NATIONAL
ASSOCIATION, a national banking association ("U.S. Bank"), as successor trustee (the
"Successor Trustee") for each transaction listed in Schedule 1 (each a "Transaction"), BANK
OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank
National Association, a national banking association ("Bank of America"), not in its individual
capacity, but solely as predecessor trustee (the "Predecessor Trustee") for each Transaction, and
the undersigned party having the authority to appoint the successor trustee (the "Appointing
Party"), with the consent of the parties identified on Schedule 1 (each a "Consenting Party"),
pursuant to the provisions of the related trust agreement (each a "Trust Agreement") for each
Transaction.

1.

Appointment and Acceptance. In connection with the resignation of Bank of

America as trustee (the "Trustee") under the Trust Agreement, the Appointing Party hereby
appoints, and each Consenting Party hereby consents to, U.S. Bank as Successor Trustee for each
Transaction, and U.S. Bank hereby acknowledges and accepts such appointment, pursuant to the
provisions of the Trust Agreement, in each case as of the later of (i) the date this Agreement is
executed by the Appointing Party and (ii) the date on which the written consent of each
Consenting Party shall have been obtained (the "Effective Date"). The parties hereto agree that
on the Effective Date, U.S. Bank, as Successor Trustee for each Transaction, shall become fully
vested with all the rights, powers, duties and obligations of, and the Successor Trustee hereby
assumes all of the duties and obligations of, the Trustee under each Trust Agreement, with like
effect as if originally named Trustee therein.

In addition, in connection with the resignation of Bank of America from its duties and

obligations as expense administrator, securities administrator, securities intermediary,
supplemental interest trust trustee, paying agent, authenticating agent, registrar and other similar
trust administration capacities, as applicable (the "Ancillary Trust Roles") for each Transaction,
U.S. Bank is hereby appointed as successor to the Ancillary Trust Roles, and U.S. Bank
acknowledges and accepts such appointment, in each case as of the related Effective Date, and
hereby assumes all of the duties and obligations of the Ancillary Trust Roles.

2.

Representations, Warranties and Covenants of the Successor Trustee. The

Successor Trustee hereby represents, warrants and covenants as of the date hereof and the related
Effective Date as follows:

(a)

It is a national banking association duly and validly organized and existing

pursuant to the laws of the United States of America.

(b)

It will perform and fulfill on and after the date hereof, each covenant,

agreement, condition, obligation and responsibility of the Trustee and in the Ancillary

-2-

Trust Roles under the provisions of the related Trust Agreement and all other documents,
agreements and instruments relating to each Transaction (as to each Transaction,
collectively, the "Transaction Documents").

(c)

This Agreement has been duly authorized, executed and delivered on

behalf of the Successor Trustee and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms (subject to (i) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (ii) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law).

3.

Representations, Warranties and Covenants of the Predecessor Trustee. The

Predecessor Trustee hereby represents, warrants and covenants as of the date hereof and the
related Effective Date that this Agreement has been duly authorized, executed and delivered on
behalf of the Predecessor Trustee and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms (subject to (i) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting the enforcement of creditors'
rights generally, and (ii) general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law).

4.

Notices and Deliverables. The Predecessor Trustee covenants to provide, or

cause to be provided, all requisite notices and copies of this Agreement under each Trust
Agreement (including notices and copies of this Agreement required to be provided by the
Appointing Party) related to the resignation of the Predecessor Trustee and the Ancillary Trust
Roles and the appointment of the Successor Trustee and for the Ancillary Trust Roles to each
party to whom the related Trust Agreement requires notice regarding the resignation to be given
and at the addresses for notices set forth in such Trust Agreement. The Successor Trustee hereby
agrees to provide notice, including any notice required to be provided by an Appointing Party, of
its appointment as Successor Trustee and to the Ancillary Trust Roles to each party to whom
each Trust Agreement requires notice regarding such appointment to be given.

5.

Liabilities and Responsibilities. The Predecessor Trustee shall retain continued

responsibility and liability for its actions and omissions as Trustee and in any Ancillary Trust
Roles pursuant to the terms of the related Transaction Documents prior to the related Effective
Date. The Successor Trustee shall be responsible and liable for its actions and omissions as
Successor Trustee and in any Ancillary Trust Roles under the related Transaction Documents, on
or after the related Effective Date and the parties hereto acknowledge and agree that the
Predecessor Trustee shall be released from any obligations or liabilities relating to such actions
or omissions arising on or after such Effective Date. Nothing in this Section 5 shall override any
agreements or provisions set forth in the agreements between the Successor Trustee and
Predecessor Trustee in connection with the acquisition by the Successor Trustee of the
securitization trust administration business of the Predecessor Trustee, including (without
limitation) agreements with respect to reporting obligations, if any, pursuant to Regulation AB
promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933.

-3-

6.

Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN
THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HERETO AND THE RELATED SECURITY HOLDERS FOR EACH
TRANSACTION SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS
WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER
THAN THE PROVISIONS OF Sections 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, WHICH SHALL BE APPLICABLE HERETO).

7.

Effect on Trust Agreements. In no event shall this Agreement be construed as a

modification, waiver or amendment of the terms of the related Trust Agreement by any party
thereto or by the securityholders for any Transaction.

8.

Corporate Trust Office. References to the address of the Trustee or to the

Corporate Trust Office (as defined in the Trust Agreement) shall be deemed to refer to the
corporate trust office of the Successor Trustee which is presently located at 000 Xxxxx XxXxxxx
Xxxxxx, XX-XX-XX0X, Xxxxxxx, XX 00000, Attention: U.S. Bank Structured Finance.

9.

Counterparts. This Agreement may be executed in any number of counterparts

each of which shall be an original, but such counterparts shall together constitute but one and the
same instrument. Delivery by a party hereto of an executed counterpart of this Agreement by
facsimile or similar electronic means shall be deemed effective as delivery of the original
executed counterpart by such party for purposes of execution hereof.

[signatures appear on following page(s)]

[signature page to Instrument of Appointment, dated as of December 16, 2011, regarding

TILES

SM

U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as Successor Trustee
and in the Ancillary Trust Roles


By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx
Title: Vice President


BANK OF AMERICA, N.A., a national banking
association, as successor by merger to LaSalle Bank
National Association, a national banking
association, not in its individual capacity, but solely
as Predecessor Trustee

By: /s/ Xxxxxxx Xxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President

Date: 12/16/2011

MS STRUCTURED ASSET CORP.,
as Appointing Party

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx
Title: Vice President

Schedule 1-1

Schedule 1

Transaction Information

Transactions:

TILES

SM

Series 2005-1

TILES

SM

Series 2006-1

Appointing Party:

MS Structured Asset Corp., Depositor

Consenting Party:

Xxxxxx Xxxxxxx Capital Services LLC (Swap Counterparty, 2005-
1)

Xxxxxx Xxxxxxx (Guarantor, 2005-1)

Xxxxxx Xxxxxxx (Swap Counterparty, 2006-1)

Executed documents should be returned to:
Bank of America, N.A.
000 X. Xxxxxxx Xxxxxx
XX0-000-00-00
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxxxxx Xxxxxxx
xxx_xxxxxxxxxx@xxxxxxxxxxxxx.xxx

ACKNOWLEDGEMENT AND CONSENT

The foregoing Instrument of Appointment and Acceptance of U.S. Bank National Association as
Successor Trustee, dated as of December 16, 2011 is hereby acknowledged and the undersigned
Consenting Party hereby consents to the appointments of U.S. Bank as Successor Trustee for the
Transactions.

XXXXXX XXXXXXX CAPITAL SERVICES INC.,
Swap Counterparty

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx
Title: Vice President

Date: 12/16/2011

XXXXXX XXXXXXX,
Guarantor and Swap Counterparty

By: /s/ Xxxxxx X. Xxxx

Name: Xxxxxx X. Xxxx
Title: Assistant Treasurer

Date: 12/16/2011

Executed documents should be returned to:
Bank of America Xxxxxxx Xxxxx
CO9-200-01-00
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000

Attn: Xxxxxxx Xxxxxxxxxx
Xxxxxxx.Xxxxxxxxxx@xxxxxxxxxxxxx.xxx