Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by Wells Fargo Bank, National Association (i) this Agreement ix xxxcuted and delivered by Wells Fargo Bank, National Association not in its individuax xxxacity but solely as Securities Administrator under the PSA in the exercise of the powers and authority conferred and vested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual caxxxxxy be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement.
Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that (i) this Confirmation is executed and delivered by Wells Fargo Bank, National Association, not individually or personally xxx xolely as Securities Administrator of the Trust under the Pooling and Servicing Agreement pursuant to which the Trust was formed, in the exercise of the powers and authority conferred upon and vested in it, and pursuant to instructions set for the therein, (ii) each of the representations, undertakings and agreements by Wells Fargo Bank, National Association is made and intended not as a pexxxxxl representation, undertaking or agreement of Wells Fargo Bank, National Association, but solely for the purpose of bxxxxxg only the Trust, (iii) nothing herein contained shall be construed as imposing any liability upon Wells Fargo Bank, National Association, individually or personally, to xxxxxrm any covenant (either express or implied) contained herein, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (iv) under no circumstances shall Wells Fargo Bank, National Association be personally liable for the payxxxx 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 Confirmation, the Agreement or any related document.
Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Securities Administrator (i) this Agreement is executed and delivered by Wells Fargo Bank, National Association, not in its individual capacity xxx xolely as Securities Administrator under the Pooling and Servicing Agreement in the exercise of the powers and authority conferred to and vested in it thereunder and (ii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity be pexxxxxlly liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement on behalf of Party B or any assignee.
Securities Administrator Capacity. It is expressly undexxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. Bx: /x/ D.N. Moore ----------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 By: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Associ...
Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that (i) this Annex is executed and delivered by the Securities Administrator not individually or personally but solely as securities administrator of the Trust, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Securities Administrator but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of the Securities Administrator, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Securities Administrator 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 Annex or any other related documents as to all of which recourse shall be had solely to the assets of the Trust in accordance with the terms of the Trust Agreement; unless the Securities Administrator was grossly negligent or acted with wilful misconduct.
Securities Administrator Capacity. It is expxxxxxx xxxxxxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is exxxxxed and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation.
Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Securities Administrator (i) this Confirmation is executed and delivered by Wells Fargo Bank, N.A. not in its individual caxxxxxy but solely as Securities Administrator pursuant to the Pooling Agreement in the exercise of the powers and authority conferred upon and vested in it thereunder (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as a personal representation, undertaking or agreement of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances will Wells Fargo Bank, N.A. in its individual cxxxxxxx xx personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation other than due to its gross negligence or willful misconduct.
Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Securities Administrator (i) this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A.,, not in its individual capacity but solely as Securities Administrator under the PSA in the exercise of the powers and authority conferred and vested in it thereunder and (ii) under no circumstances shall Xxxxx Fargo Bank, N.A., in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation.
Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Securities Administrator (i) this Agreement is executed and delivered by JPMorgan Chase Bank, National Association, not in its individual capacity but solely as Securities Administrator under the Master Servicing and Trust Agreement in the exercise of the powers and authority conferred to and vested in it thereunder and (ii) under no circumstances shall JPMorgan Chase, National Association in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement on behalf of Party B or any assignee.
Securities Administrator Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by Wells Fargo Bank, National Association (i) this Agreement ix xxxcuted and delivered by Wells Fargo Bank, National Association not in its individuax xxxacity but solely as Securities Administrator under the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and invested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual caxxxxxy be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement, and (iv) all Persons having any claim against the Securities Administrator by reason of this Agreement or the transaction contemplated hereby shall look solely to the assets of the Trust for payment satisfaction thereof. Notwithstanding anything to the contrary herein, nothing shall relieve the Securities Administrator of its obligation to perform its duties under Section 2.01 of the Pooling and Servicing Agreement in accordance with Section 8.14 and Section 8.15 of the Pooling and Servicing Agreement.
