Exhibit 99.10a
EXECUTION VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of March 1, 2007, is entered into among
Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan
Stanley
Mortgage Capital Inc. ("MSMCI"), PHH Mortgage Corporation (formerly
known as
Cendant Mortgage Corporation) as a seller ("PHH" and, in such
capacity, a
"Seller") and servicer (in such capacity, the "Servicer"), Bishop's
Gate
Residential Mortgage Trust ("Bishop's Gate" and a "Seller" and,
together with
PHH, the "Sellers") and acknowledged by LaSalle Bank National
Association, as
trustee (the "Trustee") of Morgan Stanley Mortgage Loan Trust
2007-6XS (the
"Trust"), and Wells Fargo Bank, National Association, as master
servicer (or any
successor servicer, the "Master Servicer").
RECITALS
WHEREAS MSMCI, the Sellers and the Servicer have entered into a
certain
Third Amended and Restated Mortgage Loan Flow Purchase, Sale &
Servicing
Agreement, dated as of January 1, 2006 (as amended or modified to
the date
hereof, the "Agreement"), pursuant to which MSMCI has acquired
certain Mortgage
Loans pursuant to the terms of the Agreement and the Servicer has
agreed to
service such Mortgage Loans;
WHEREAS the Depositor has agreed, on the terms and conditions
contained
herein, to purchase from MSMCI certain of the Mortgage Loans (the
"Specified
Mortgage Loans") which are subject to the provisions of the
Agreement and are
listed on the mortgage loan schedule attached as Exhibit I hereto
(the
"Specified Mortgage Loan Schedule"); and
WHEREAS the Trustee, on behalf of the Trust, has agreed, on the
terms
and conditions contained herein, to purchase from the Depositor the
Specified
Mortgage Loans;
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. Assignment and Assumption
(a) On and of the date hereof, MSMCI hereby sells, assigns and
transfers to the Depositor all of its right, title and interest in
the Specified
Mortgage Loans and all rights and obligations related thereto as
provided under
the Agreement to the extent relating to the Specified Mortgage
Loans, the
Depositor hereby accepts such assignment from MSMCI (the "First
Assignment and
Assumption"), and the Sellers hereby acknowledge the First
Assignment and
Assumption.
MSMCI specifically reserves and does not assign to the
Depositor
hereunder any and all right, title and interest in, to and under
and all
obligations of MSMCI with respect to any Mortgage Loans subject to
the Agreement
which are not the Specified Mortgage Loans.
(b) On and of the date hereof, immediately after giving effect to
the
First Assignment and Assumption, the Depositor hereby sells,
assigns and
transfers to the Trustee, on behalf of the Trust, all of its right,
title and
interest in the Specified Mortgage Loans and all rights and
obligations related
thereto as provided under the Agreement to the extent relating to
the Specified
Mortgage Loans, and the Trustee, on behalf of the Trust, hereby
accepts such
assignment from the Depositor (the "Second Assignment and
Assumption"), and the
Sellers hereby acknowledge the Second Assignment and
Assumption.
<PAGE>
(c) On and as of the date hereof, MSMCI represents and warrants to
the
Depositor and the Trustee that MSMCI has not taken any action that
would serve
to impair or encumber the respective ownership interests of the
Depositor and
the Trustee in the Specified Mortgage Loans since the date of
MSMCI's
acquisition of the Specified Mortgage Loans.
2. Recognition of Trustee
(a) From and after the date hereof, both MSMCI and the Sellers
shall
note the transfer of the Specified Mortgage Loans to the Trustee,
in their
respective books and records and shall recognize the Trustee, on
behalf of the
Trust, as of the date hereof, as the owner of the Specified
Mortgage Loans, and
Servicer shall service the Specified Mortgage Loans for the benefit
of the Trust
pursuant to the Agreement, the terms of which are incorporated
herein by
reference. It is the intention of the Sellers, the Servicer, the
Depositor, the
Trustee and MSMCI that this Assignment shall be binding upon and
inure to the
benefit of the Depositor, the Trustee and MSMCI and their
respective successors
and assigns.
(b) Without in any way limiting the foregoing, the parties confirm
that
this Assignment includes the rights relating to amendments or
waivers under the
Agreement. Accordingly, the right of MSMCI to consent to any
amendment of the
Agreement and its rights concerning waivers as set forth in Section
12.07 of the
Agreement shall be exercisable, to the extent any such amendment or
waiver
affects the Specified Mortgage Loans or any of the rights under the
Agreement
with respect thereto (other than the servicing of the Specified
Mortgage Loans,
which shall be enforced by the Master Servicer) by the Trustee as
assignee of
MSMCI.
(c) It is expressly understood and agreed by the parties hereto
that
(i) this Assignment is executed and delivered by LaSalle Bank
National
Association, not individually or personally but solely on behalf of
the Trust,
as the assignee, in the exercise of the powers and authority
conferred and
vested in it, as Trustee, pursuant to the pooling and servicing
agreement dated
as of the date hereof among the Depositor, the Master Servicer,
Wells Fargo
Bank, National Association, as securities administrator, and the
Trustee (the
"Pooling and Servicing Agreement") for the Morgan Stanley Mortgage
Loan Trust
2007-6XS, Mortgage Pass-Through Certificates, Series 2007-6XS, (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 Trust, (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 the
Trust under this
Assignment and (v) all recourse for any payment liability or other
obligation of
the assignee shall be had solely to the assets of the Trust.
3. Representations and Warranties
(a) The Depositor represents and warrants that it is a
sophisticated
investor able to evaluate the risks and merits of the transactions
contemplated
hereby, and that it has not relied in connection therewith upon any
statements
or representations of the Sellers or MSMCI other than those
contained in the
Agreement or this Assignment.
(b) Each of the parties hereto represents and warrants that it is
duly
and legally authorized to enter into this Assignment.
2
<PAGE>
(c) Each of the Depositor, MSMCI, Servicer and the Sellers
represents
and warrants that this Assignment 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).
(d) Each Seller hereby restates, as of the Closing Date (as defined
in
the Pooling and Servicing Agreement referred to below), the
representations and
warranties set forth in the Agreement, other than the
representations and
warranties contained in Sections 3.03(4), (20), (21), (25), (31) or
(58) of the
Agreement, with respect to each of the Specified Mortgage Loans
that were sold
by it under the Agreement, to and for the benefit of the Depositor,
the Trustee
and the Trust, and by this reference incorporates such
representations and
warranties herein, as of such Closing Date.
(e) The Servicer hereby represents and warrants to the Assignee
that,
to the extent the Mortgage Loans will be part of a REMIC, the
Servicer shall
service the Mortgage Loans and any real property acquired upon
default thereof
(including, without limitation, making or permitting any
modification, waiver or
amendment of any term of any Mortgage Loan) in accordance with the
Servicing
Agreement, but in no event in a manner that would (a) cause the
REMIC to fail or
qualify as a REMIC or (b) result in the imposition of a tax upon
the REMIC
(including, but not limited to, the tax on prohibited transactions
as defined in
Section 860F(a)(2) of the Code, the tax on contributions to a REMIC
set forth in
Section 860G(d) of the Code and the tax on "net income from
foreclosure
property" as set forth in Section 860G(c) of the Code).
4. The Servicer hereby acknowledges that Wells Fargo Bank,
National
Association has been appointed as the Master Servicer of the
Specified Mortgage
Loans pursuant to the Pooling and Servicing Agreement and,
therefore, has the
right to enforce all obligations of the Servicer under the
Agreement. Such
rights will include, without limitation, the right to terminate the
Servicer
under the 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
Agreement, the right to receive all monthly reports and other data
required to
be delivered by the Servicer under the Agreement, the right to
examine the books
and records of the Servicer, indemnification rights and the right
to exercise
certain rights of consent and approval relating to actions taken by
MSMCI. The
Servicer shall make all distributions under the 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: 50996400, MSM 2007-6XS
The Servicer shall deliver all reports required to be delivered
under
the Agreement to the Master Servicer at the following address:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, MSM 2007-6XS
Office Number: (410)
884-2000
3
<PAGE>
Telecopier: (410) 715-2380
For the avoidance of doubt, the parties to this Assignment
hereby
acknowledge that the Master Servicer shall have no obligation for
enforcing or
overseeing the Servicer's activities pursuant to Sections 5.18(c)
and (d) of the
Agreement.
5. Amendments to the Agreement
The parties to this Assignment hereby agree to amend the
Agreement,
solely with respect to the Specified Mortgage Loans, as
follows:
(a) The term "Indemnified Party" is added as a new defined term
in
Section 1.01 and shall have the following meaning:
"Indemnified Party: each Party (other than each Seller and the
Servicer) described in the first sentence of Section 13.07(a)
hereof."
(b) The definition of "Permitted Investments" in Section 1.01
shall
have the meaning of such term as defined in the Pooling and
Servicing
Agreement.
(c) The definition of "Remittance Date" in Section 1.01 is
hereby
amended and restated in its entirety as follows:
"Remittance Date: No later than 2:00 p.m. New York time on the
18th day of each month (or, if such 18th day is not a Business
Day, the following Business Day)."
(d) The definition of "Servicing Criteria" in Section 1.01 is
hereby
amended and restated in its entirety as follows:
"Servicing Criteria:
The "servicing criteria" set forth in
Item 1122(d) of Regulation AB for which the Servicer is
responsible as identified on Exhibit 14 attached hereto."
(e) The penultimate paragraph of Section 3.05 of the Agreement
is
hereby amended and restated as follows:
"With respect to any Mortgage Loans sold in a
Securitization Transaction where the Servicer remains as the
servicer, the Servicer agrees that on or before March 1st each
year following the year such Securitization Transaction
occurs, the Servicer shall deliver, and shall cause each
subservicert to deliver, to the depositor and the trustee, a
certification in the form attached as Exhibit 11 hereto,
executed by a senior officer of the Servicer in charge of
servicing for use in connection with any Form 10-K to be filed
with the Securities and Exchange Commission with respect to
the securitization trust. The obligation to provide such
certification will terminate to the extent the related
securitization trust's obligation to file reports under the
Exchange Act, terminates."
(f) The following is inserted after the first sentence of the
first
paragraph of Section 5.04: "The Collection Account shall be an
Eligible
Account."
(g) The second paragraph of Section 5.13 of the Agreement is
hereby
amended and restated in its entirety as follows:
4
<PAGE>
"With respect to any REO Property, the Trustee's name
shall be placed on the title to such REO Property solely as
the Trustee hereunder and not in its individual capacity. The
Servicer shall ensure that the title to such REO Property
references the Agreement and the Purchaser's (or its
designee's) capacity thereunder. Pursuant to its efforts to
sell such REO Property, the Servicer shall either itself or
through an agent selected by the Servicer protect and conserve
such REO Property in the same manner and to such extent as is
customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the
interests of the Purchaser, or its designee, rent the same, or
any part thereof, as the Servicer deems to be in the best
interest of the Purchaser, or its designee, for the period
prior to the sale of such REO Property. The Servicer shall
prepare for and deliver to the Purchaser, or its designee, a
statement with respect to each REO Property that has been
rented showing the aggregate rental income received and all
expenses incurred in connection with the maintenance of such
REO Property at such times as is necessary to enable the
Purchaser, or its designee, to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in
the Certificate Account no later than the close of business on
each Determination Date. The Servicer shall perform the tax
reporting and withholding required by Sections 1445 and 6050J
of the Code with respect to foreclosures and abandonments, the
tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals
and any tax reporting required by Section 6050P of the Code
with respect to the cancellation of indebtedness by certain
financial entities, by preparing such tax and information
returns as may be required, in the form required, and
delivering the same to the Purchaser, or its designee, for
filing.
In the event that the Purchaser, or its designee,
acquires any Mortgaged Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage
Loan, the Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that maximizes the Liquidation
Proceeds thereof, but in no event later than three years after
its acquisition by the Purchaser, or its designee. In that
event, the Purchaser, or its designee, shall have been
supplied with an Opinion of Counsel to the effect that the
holding by the Purchaser, or its designee, of such Mortgaged
Property subsequent to a three-year period, if applicable,
will not result in the imposition of taxes on "prohibited
transactions" of any REMIC as defined in section 860F of the
Code or cause any REMIC to fail to qualify as a REMIC at any
time, the Purchaser, or its designee, may continue to hold
such Mortgaged Property (subject to any conditions contained
in such Opinion of Counsel) after the expiration of such
three-year period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Purchaser, or
its designee, shall be rented (or allowed to continue to be
rented) or otherwise used for the production of income by or
on behalf of the Purchaser, or its designee, in such a manner
or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within
the meaning of section 860G(a)(8) of the Code or (ii) subject
any REMIC to the imposition of any federal, state or local
income taxes on the income earned from such Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the
Servicer has agreed to indemnify and hold harmless the
Purchaser, or its designee, with respect to the imposition of
any such taxes."
(h) The third paragraph of Section 5.13 of the Agreement is
hereby
deleted in its entirety.
(i) The first paragraph of Section 6.02 of the Agreement is
hereby
amended and restated in its entirety as follows:
5
<PAGE>
"Reporting. Not later than the 5th Business Day of each month,
the Servicer shall make available to the Master Servicer in
mutually agreed upon format and contents a statement in the
form of Exhbit 6.02(a) and Exhibit 6.02(b), certified by a
Servicing
Officer, setting forth (a) the amount of the
distribution made on such Remittance Date which is allocable
to principal and allocable to interest; (b) the amount of
servicing compensation received by the Servicer during the
prior calendar month; (c) the aggregate Stated Principal
Balance and the aggregate unpaid principal balance of the
Mortgage Loans as of the last day of the preceding month; and
(d) the paid through date for each Mortgage Loan. Such
statement shall also include information regarding
delinquencies on Mortgage Loans, indicating the number and
aggregate principal amount of Mortgage Loans which are either
one (1), two (2) or three (3) or more months delinquent and
the book value of any REO Property, or such other mortgage
loan level data as agreed upon by the Servicer and the Master
Servicer, and the monthly reports substantially in the form of
Exhibits 6.02 (a) - (g) attached hereto (or in such other
formats mutually agreed upon between the Servicer and the
Master Servicer). Such monthly reports shall be available by
the Servicer for the Purchaser on Servicer's secured web site.
The Servicer shall provide training, secured access and
password(s) to the Purchaser on the operation of the website."
(j) Section 7.04 of the Agreement is hereby amended and restated in
its
entirety as follows:
"Annual Statement as to Compliance. The Servicer shall deliver
to the Purchaser and the Master Servicer, on or before March
1st each year beginning March 1, 2006, an Officer's
Certificate stating that (a) a review of the activities of the
Servicer during the preceding calendar year and of its
performance under this Agreement has been made under such
officer's supervision, and (b) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled
all its obligations under this Agreement throughout such year,
or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer
and the nature and status thereof and the action being taken
by the Servicer to cure such default."
(k) Section 7.05 of the Agreement is hereby amended and restated in
its
entirety as follows:
"Annual Independent Public Accountants' Servicing Report. On
or before March 1st of each year beginning March 1, 2006, the
Servicer at its expense shall cause a firm of independent
public accountants which is a member of the American Institute
of Certified Public Accountants to furnish a statement to the
Purchaser and the Master Servicer to the effect that such firm
has, with respect to the Servicer's overall servicing
operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for
Mortgage Bankers, stating such firm's conclusions relating
thereto."
(l) Section 9.01 of the Agreement is hereby amended to insert
the
following as the penultimate paragraph of such Section:
"In addition, the Servicer shall indemnify and hold
harmless the Master Servicer and each of its directors,
officers, employees, agents, and affiliates from and against
any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based
upon (a) any breach by the Servicer of any if its obligations
under hereunder, including particularly its obligations to
provide any Assessment of Compliance, Attestation Report,
Compliance Statement or any information, data or materials
provided by the Servicer hereunder, or (c) the negligence, bad
faith or willful misconduct of the Servicer in connection with
its
6
<PAGE>
performance hereunder. If the indemnification provided for
herein is unavailable or insufficient to hold harmless the
Master Servicer, then the Servicer as a result of any claims,
losses, damages or liabilities incurred by the Master Servicer
in such proportion as is appropriate to reflect the relative
fault of the Master Servicer on the one hand and the Servicer
on the other."
(m) The word "or" is deleted from the end of Section 10.01(8), the
word
"or" is added at the end of Section 10.01(9) and the following
paragraph is hereby incorporated into the Agreement as new
Section
10.01(10):
"(10) failure by the Servicer to duly perform, within the
required time period, its obligations under Sections 7.04 or
7.05 which failure continues unremedied for a period of
fourteen (14) days;"
(n) The following paragraph is hereby incorporated into the
Agreement
as new
Section 12.14:
"Third Party Beneficiary. For purposes of this
Agreement, including but not limited to Section 7.05, 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."
(o) Section 13.03(d) of the Agreement is hereby amended and
restated in
its entirety as follows:
"(d) For the purpose of satisfying the reporting obligation
under the Exchange Act with respect to any class of
asset-backed securities, each Seller and the Servicer shall
(or shall cause each Subservicer and Third-Party Originator
to) (i) provide prompt notice to the Purchaser, any Master
Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings involving the Company,
any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the
closing date of a Securitization Transaction between the
Company, any Subservicer or any Third-Party Originator and any
of the parties specified in clause (D) of paragraph (a) of
this Section (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 (ii) provide to the Purchaser and
any Depositor a description of such proceedings, affiliations
or relationships."
(p) Section 13.03(f) of the Agreement is hereby amended and
restated in
its entirety as follows:
"(f) 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 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
7
<PAGE>
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 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).
(g) 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."
(q) Section 13.05(1)(a)(iv) of the Agreement is hereby amended
and
restated in its entirety as follows:
"(iv) deliver, and cause each subservicer and subcontractor
described in clause (iii) above to deliver, to the Purchaser,
any Depositor and any other Person that will be responsible
for signing the certification (a "Sarbanes Certification")
required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of
2002) on behalf of an asset-backed issuer with respect to a
Securitization Transaction a certification, signed by an
appropriate officer of the Servicer, in the form attached
hereto as Exhibit 11."
(r) Section 13.06(a) of the Agreement is hereby amended to revise
the
number of calendar days in the first sentence of such Section
from
"fifteen (15)" to "thirty (30)."
(s) Section 13.06(a) of the Agreement is hereby amended to add
Sections
13.03(f) and 13.03(g) as provisions that the Subservicers must
comply
with to same extent as if such Subservicer were the Servicer.
(t) The last sentence of the last paragraph of Section 13.06 of
the
Agreement is amended to require the Servicer to cause any
Subservicer
or Subcontractor to provide any assessment of compliance and
attestation but also any other certifications required to
delivered
under this Section 13.06.
(u) Section 13.07(a)(ii) of the Agreement is hereby amended and
restated in its entirety as follows:
"(ii) any breach by the Seller or Servicer under, or any
failure by any Seller, the Servicer, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or
other material when and as required, under this Article XIII,
including any failure by the Servicer to identify
8
<PAGE>
pursuant to Section 13.06(b) any Subcontractor "participating
in the servicing function" within the meaning of Item 1122 of
Regulation AB;"
(v) The word "or" is struck at the end of Section 13.07(a)(ii) of
the
Agreement and the following is inserted to Section 13.07(a) of
the
Agreement:
"(iv) negligence, bad faith or willful misconduct of the
Servicer in connection with its performance under this Article
XIII.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Servicer 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 Servicer on the other.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement."
(w) The following parenthetical is inserted directly before the
proviso
in the last sentence of the first paragraph of Section 13.07(b)(i)
of
the Agreement:
"(and if the Servicer 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)"
(x) Exhibits 6.02(a) - (g) and Exhibit 8.01 of the Agreement are
hereby
deleted and replaced with Exhibit II to this Assignment.
(y) Exhibit 11 to the Agreement is hereby deleted and replaced
with
Exhibit A-1 to this Assignment.
(z) Exhibit 14 to the Agreement is hereby deleted and replaced
with
Exhibit B-1 to this Assignment.
(aa) Written notice provided in compliance with Sections 13.03(d),
(e)
or (f) of the Agreement shall be substantially in the form of
Exhibit
C-1 to this Assignment.
6. Continuing Effect
Except as contemplated hereby, the Agreement shall remain in full
force
and effect in accordance with its terms.
The Servicer hereby agrees that, for so long as the Trust is
reporting
under the Exchange Act, its obligations under Sections 7.04, 7.05
and 13 of the
Agreement, as modified by this Assignment, shall survive the
termination and
removal of the Servicer as servicer of the Specified Mortgage Loans
in the Trust
and continue to apply for each calendar year or portion thereof
during which the
Servicer services the Specified Mortgage Loans.
7. Governing Law
9
<PAGE>
This Assignment and the rights and obligations hereunder shall
be
governed by and construed in accordance with the internal laws of
the State of
New York.
8. Notices
Any notices or other communications permitted or required under
the
Agreement to be made to the Depositor, MSMCI, the Master Servicer,
the Sellers,
the Servicer and the Trustee shall be made in accordance with the
terms of the
Agreement and shall be sent to the Depositor and Trustee as
follows:
In the case of MSMCI:
Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: Morgan Stanley Mortgage Loan Trust 2007-6XS
With a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: General Counsel's Office
In the case of the Depositor:
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan
Stanley Mortgage Loan Trust 2007-6XS
In the case of the Trustee:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2007-6XS
In the case of PHH and the Servicer:
PHH Mortgage Corporation
3000 Leadenhall Road
Mt. Laurel, NJ
08054
Attention: Vice
President of Servicing
In the case of Bishop's Gate:
Bishop's Gate Residential Mortgage Trust
c/o PHH Mortgage Corporation
3000 Leadenhall Road
10
<PAGE>
Mt. Laurel, NJ 08054
Attention: Vice President of Servicing
or to such other address as may hereafter be furnished by the
Depositor and the
Trustee to the parties in accordance with the provisions of the
Agreement.
9. Ratification
Except as modified and expressly amended by this Assignment,
the
Agreement is in all respects ratified and confirmed, and all terms,
provisions
and conditions thereof shall be and remain in full force and
effect.
10. 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.
11. Definitions
Any capitalized term used but not defined in this Assignment has
the
same meaning as in the Agreement.
[SIGNATURE PAGE FOLLOWS]
11
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment
the day and year first above written.
MORGAN STANLEY MORTGAGE CAPITAL INC.
By: /s/ Valerie Kay
----------------------------------
Name: Valerie Kay
Title: Vice President
MORGAN STANLEY CAPITAL I INC.
By: /s/ Valerie Kay
----------------------------------
Name: Valerie Kay
Title: Vice President
PHH MORTGAGE CORPORATION
By: /s/ Karen Collins
---------------------------------
Name: Karen
Collins
Title: Assistant Vice President
BISHOP'S GATE RESIDENTIAL MORTGAGE
TRUST
By: PHH Mortgage Corporation, as
Administrator
By: /s/ Karen Collins
---------------------------------
Name: Karen
Collins
Title: Assistant Vice President
<PAGE>
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Patricia Russo
------------------------------
Name:
Patricia Russo
Title:
Vice President
LASALLE BANK, NATIONAL
ASSOCIATION, as Trustee of Morgan Stanley
Mortgage Loan Trust 2007-6XS
By: /s/ Rita Lopez
------------------------------
Name: Rita Lopez
Title: Vice President
<PAGE>
EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
EXH. I-1
<PAGE>
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.
--------------------------------------
-------------------------------------------------- ----------
-------------
BORROWER_LAST_NAME
Last name of the borrower.
--------------------------------------
-------------------------------------------------- ----------
-------------
PROP_ADDRESS
Street Name and Number of Property
--------------------------------------
-------------------------------------------------- ----------
-------------
PROP_STATE
The state where the
property located.
--------------------------------------
-------------------------------------------------- ----------
-------------
PROP_ZIP
Zip code where the property is located.
--------------------------------------
-------------------------------------------------- ----------
-------------
BORR_NEXT_PAY_DUE_DATE
The date that the borrower's next payment is due
MM/DD/YYYY
to the servicer at the end of processing cycle,
as reported by Servicer.
--------------------------------------
----------------------------------
