EXECUTION COPY ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated March 1, 2006 (this "Assignment"), among Morgan Stanley Mortgage Capital Inc. ("MSMCI" or the "Purchaser"), GMAC Mortgage Corporation, a...Assignment and Assumption Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
New York, New York March 27, 2006 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Madams: Morgan Stanley Capital I Inc., a Delaware corporation (the "Company"), proposes to sell to you as representative (the...Underwriting Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
between Morgan Stanley Mortgage Capital Inc. (Owner) and GMAC Mortgage Corporation, a Pennsylvania corporation (Servicer)Servicing Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
RECITALSAssignment, Assumption and Recognition Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
MORGAN STANLEY CAPITAL I INC. DepositorPooling and Servicing Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
WITNESSETH:Custodial Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
Purchaser andSeller's Warranties and Servicing Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
Conventional, Fixed and Adjustable Rate Residential Mortgage LoansMortgage Loan Purchase and Warranties Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT betweenMortgage Loan Sale and Servicing Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
andMaster Mortgage Loan Purchase Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
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 July 1, 2006, among Morgan Stanley...Omnibus Assignment, Assumption and Recognition Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
MORGAN STANLEY MORTGAGE CAPITAL INC. Purchaser,Seller's Purchase, Warranties and Servicing Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
EXECUTION COPY ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT (this "Agreement"), dated of March 1, 2006, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the "Assignee"), Morgan Stanley...Assignment and Recognition Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
FIRST AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENTMaster Mortgage Loan Purchase and Warranties Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
--------------------------------------------------- Date: March 31, 2006 To: Morgan Stanley Mortgage Loan Trust 2006-5AR From: Morgan Stanley Capital Services Inc. Attn: Wells Fargo Bank, National Association Contact: Kelvin Borre 9062 Old Annapolis...Swap Transaction Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction
MORGAN STANLEY MORTGAGE CAPITAL INC., Purchaser and WACHOVIA MORTGAGE CORPORATION, SellerSeller's Purchase, Warranties and Interim Servicing Agreement • January 24th, 2007 • Morgan Stanley Mortgage Loan Trust 2006-5ar • Asset-backed securities • New York
Contract Type FiledJanuary 24th, 2007 Company Industry Jurisdiction