Exhibit 99.8(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of April 1, 2006, is entered into among
Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan
Stanley
Mortgage Capital Inc. ("MSMCI"), American Home Mortgage Corp., as
seller (the
"Seller"), American Home Mortgage Servicing, Inc., as servicer
(the
"Servicer"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-6AR (the
"Trust"),
and Wells Fargo Bank, National Association, as master servicer (or
any
successor master servicer, the "Master Servicer").
RECITALS
WHEREAS MSMCI, the Seller and the Servicer have entered into a
certain Mortgage Loan Sale And Servicing Agreement, dated as of
January 1,
2006 (the "January Purchase Agreement), and a certain Amended and
Restated
Purchase Price and Terms Letter, dated as of February 21, 2006,
(the "Terms
Letter," together with the January Purchase Agreement and as
further amended
or modified to the date hereof, the "Agreements"), pursuant to
which MSMCI has
acquired certain Mortgage Loans pursuant to the terms of the
Agreements and
the Servicer has agreed to service such Mortgage Loans; and, in
connection
with the transfer of the Mortgage Loans hereunder, the Seller and
Servicer
agree that, from and after the date hereof, each Mortgage Loan
transferred
hereunder will be subject to, and serviced under, the January
Purchase
Agreement;
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 Seller hereby acknowledges 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
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behalf of the Trust, hereby accepts such assignment from the
Depositor (the
"Second Assignment and Assumption"), and the Seller hereby
acknowledges the
Second Assignment and Assumption.
(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 Seller 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 Seller, 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 28 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 2006-6AR, Mortgage Pass-Through Certificates, Series
2006-6AR, (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.
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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 Seller 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.
(c) Each of the Depositor, MSMCI, Seller and Servicer 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) The Seller hereby restates, as of the Closing Date (as defined
in
the Pooling and Servicing Agreement), the representations and
warranties set
forth in Sections 7.01 and 7.02 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.
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: 50913800, MSM 2006-6AR
The Servicer shall deliver all reports required to be delivered
to
the Purchaser 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 2006-6AR
Office Number: (410)
884-2000
Telecopier: (410) 715-2380
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5. Amendments to the Agreement
The parties to this Assignment hereby agree to amend the Agreement
as
follows with respect to the Specified Mortgage Loans:
(a) "Permitted Investments" shall have the meaning of such term
as defined in the Pooling and Servicing Agreement.
(b) The definition of "Servicing Fee Rate" in Section 1 of the
Agreement is hereby amended and restated in its entirety as
follows:
"Servicing Fee Rate: With respect to each Mortgage Loan,
0.375% per annum."
(c) The last paragraph of Subsection 11.01 of the Agreement is
hereby deleted in its entirety.
(d) Subsection 11.14(b) is hereby amended and restated as
follows:
"all amounts, if any, which the Servicer is obligated to
distribute pursuant to Subsection 11.14 and Subsection
11.16, plus"
(e) Subsection 11.16(i) is hereby amended and restated as
follows:
"(i) for any Mortgage Loan and on any Remittance Date that
the distribution of all Liquidation Proceeds, REO Proceeds
and other payments or recoveries, (including Insurance
Proceeds and Condemnation Proceeds) occurs with respect to
such Mortgage Loan, or"
(f) Subsection 11.22 of the Agreement shall be inapplicable.
(g) Subsection 13.01(a) of the Agreement is hereby amended and
restated in its entirety as follows:
"(a) any failure by the Servicer to remit to the Purchaser
any payment required to be made under the terms of this
Agreement which continues unremedied for a period of one
(1) Business Day after the date upon which written notice
of such
failure, requiring the same to be remedied, shall
have been given to the Servicer by the Purchaser;"
(h) Subsection 13.01(b) of the Agreement is hereby amended and
restated in its entirety as follows:
"(b) failure by the Servicer to duly observe or perform,
in any material respect, any other covenants, obligations
or agreements of the Servicer as set forth in this
Agreement which failure continues unremedied for a period
of sixty (60) days (or, in the case of the officer's
certificate or the annual assessment of servicing
compliance or the annual independent public accountants'
servicing report required under Subsection 34.04 or
Subsection 34.05, or the certification required under
clause (iv) of Subsection 34.05, five (5) days) after the
date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the
Servicer by the Purchaser;"
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(i) The last sentence of Subsection 14.02 of the Agreement is
hereby amended and restated in its entirety as follows:
"The termination fee provided for in this Subsection 14.02
shall be paid by the Purchaser within ten (10) Business
Days of any such termination without cause by the
Purchaser."
(j) Subsection 34.03(d) of the Agreement is hereby amended and
restated in its entirety as follows:
"For the purpose of satisfying the reporting obligation
under the Exchange Act with respect to any class of
asset-backed securities, the Servicer shall (or shall
cause each Subservicer and Third-Party Originator to) (i)
promptly notify the Purchaser in writing of (A) any
material litigation or governmental proceedings pending
against the Servicer, any Subservicer or any Third-Party
Originator that would be material to a security holder,
(B) any affiliations or relationships that develop
following the closing date of a Securitization Transaction
between the Servicer, 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
applicable Reconstitution Agreement related thereto, (D)
any merger, consolidation or sale of substantially all of
the assets of the Servicer, and (E) the Servicer's entry
into an agreement with a Subservicer to perform or assist
in the performance of any of the Servicer's obligations
under this Agreement or any applicable Reconstitution
Agreement related thereto and (ii) provide to the
Purchaser a description of such proceedings, affiliations
or relationships."
(k) Subsection 34.03(f) of the Agreement is hereby amended and
restated in its entirety as follows:
"(f) In addition to such information as the Servicer, 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 Servicer or any Subservicer, the Servicer
or such Subservicer, as applicable, shall, to the extent
the Servicer 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 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
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(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).
(l) The following paragraph is hereby incorporated into the
Agreement as new Subsection 34.03 (g):
"(g) The Servicer 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 Servicer or any Subservicer or
the Servicer or such Subservicer's performance hereunder."
(m) Subsections 34.05(a)(iii) and 34.05(a)(iv) is hereby
replaced in their entirety with the following:
"(iii) cause each Subservicer, and each Subcontractor
determined by the Servicer pursuant to Subsection 34.06(b)
to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the
Purchaser an assessment of compliance and accountants'
attestation as and when provided in paragraphs (ii) and
(iii) of this Section; and
(iv) deliver, and cause each Subservicer and Subcontractor
described in clause (iv) above, to the Purchaser 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 company, in the form attached
hereto as Exhibit 16. In addition to providing the
Sarbanes Certification, the Servicer shall also cooperate
with the Depositor and provide such additional information
as the Depositor may reasonably request with respect
thereto."
(n) The last paragraph of Subsection 34.05 is hereby amended
and restated in its entirety as follows:
"The Servicer acknowledges that the parties identified in
clause (a)(iv) above may rely on the certification
provided by the Servicer pursuant to such clause in
signing a Sarbanes Certification and filing such with the
Commission. Neither the Purchaser nor any Depositor will
request delivery of a certification under clause (a)(iv)
above, unless a Depositor is required under the Exchange
Act to file an annual report on Form 10-K with respect to
an issuing entity whose asset pool includes Mortgage
Loans."
(o) The third sentence of Subsection 34.06(a) is hereby amended
and restated in its entirety as follows:
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"The Servicer shall cause any Subservicer used by the
Servicer (or by any Subservicer) for the benefit of the
Purchaser and any Depositor to comply with the provisions
of this Section and with Subsections 34.02, 34.03(c), (e),
(f) and (g), 34.04, 34.05 and 34.07 of this Agreement to
the same extent as if such Subservicer were the Servicer,
and to provide the information required with respect to
such Subservicer under Subsection 34.03(d) of this
Agreement."
(p) Subsection 34.06 (b) of the Agreement is hereby amended and
restated in its entirety as follows:
"It shall not be necessary for the Servicer to seek the
consent of the Purchaser, any Master Servicer or any
Depositor to the utilization of any Subcontractor. The
Servicer shall
promptly upon request provide to the
Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as a master servicer or
administrator) a written description (in form and
substance satisfactory to the Purchaser, such Master
Servicer and such Depositor) of the role and function of
each Subcontractor utilized by the Servicer or any
Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors
are "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, and (iii) which
elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.
As a condition to the utilization of any Subcontractor
determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the
Seller shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the
Purchaser to comply with the provisions of Subsections
34.03(f), 34.03(g), 34.05 and 34.07 of this Agreement to
the same extent as if such Subcontractor were the
Servicer. The Servicer shall be responsible for obtaining
from each Subcontractor and delivering to the Purchaser
any assessment of compliance and attestation and the other
certifications required to be delivered by such
Subcontractor under Subsection 34.05, in each case as and
when required to be delivered."
(q) Subsection 34.07(a) of the Agreement is hereby amended and
restated in its entirety as follows:
"(a) The Servicer shall indemnify the Purchaser, each
affiliate of the Purchaser, each sponsor and issuing
entity; each Person (including, but not limited to any
Master Servicer) responsible for the preparation,
execution or filing of any report required to be filed
with the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant
to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act
with respect to such Securitization Transaction; each
broker dealer acting as underwriter, placement agent or
initial purchaser, each Person who controls any of such
parties (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and
the respective present and former directors, officers,
employees and agents of each of the foregoing (each, an
"Indemnified Party"), and shall hold each of them harmless
from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs,
judgments, and any other
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costs, fees and expenses that any of them may sustain
arising out of or based upon:
(i)(A) any untrue statement of a material fact
contained or alleged to be contained in any written
information, written report, certification,
accountants' letter or other material provided under
Section 34 by or on behalf of the Servicer, or provided
under Section 34 by or on behalf of any Subservicer,
Subcontractor or Third-Party Originator (collectively,
the "Servicer Information"), or (B) the omission or
alleged omission to state in the Servicer Information
a material fact required to be stated in the Servicer
Information or necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading; provided,
by way of clarification, that clause (B) of this
paragraph shall be construed solely by reference to
the Servicer Information and not to any other
information communicated in connection with a sale or
purchase of securities, without regard to whether the
Servicer Information or any portion thereof is
presented together with or separately from such other
information;
(ii) any breach by the Servicer of its obligations
under this Section 34, including particularly any
failure by 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
Sections 34.03, 34.04 and 34.05, including any failure
by the Servicer to identify pursuant to Subsection
34.06(a) any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of
Regulation AB;
(iii) any breach by the Servicer of a representation
or warranty set forth in Subsection 34.03(g) or in a
writing furnished pursuant to Subsection 34.03(h) and
made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that
such breach is not cured by such closing date, or any
breach by the Servicer of a representation or warranty
in a writing furnished pursuant to Subsection 34.03(h)
to the extent made as of a date subsequent to such
closing date; or
(iv) the negligence, bad faith or willful misconduct
of the Servicer in connection with its performance
under this Section 34.
If the indemnification provided for herein is unavailable
or insufficient to hold harmless an Indemnified Party,
then the Seller 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 Seller on the
other.
In the case of any failure of performance described in
clause (b)(ii) of this Section, the Servicer shall
promptly reimburse the Purchaser, and each Person
responsible for the preparation, execution or filing of
any report required to be filed with the Commission with
respect to such Securitization Transaction, or for
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execution
of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably
incurred by each such party in order to obtain the
information, report, certification, accountants' letter or
other material not delivered as required by the Servicer,
any Subservicer, any Subcontractor or any Third-Party
Originator.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this
Agreement."
(r) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
34.07(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)"
(s) The following paragraph is hereby incorporated into the
Agreement as new Section 35:
"Third Party Beneficiary. For purposes of this Agreement,
including but not limited to Subsections 12.01 and 34.05,
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."
(t) Exhibit 9 to the Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit 9 attached to
this Assignment as Exhibit II.
(u) Exhibit 16 to the Agreement is hereby replaced in its
entirety with Exhibit A-1 attached to this Assignment.
(v) Exhibit 17 to the Agreement is hereby replaced in its
entirety with Exhibit B-1 attached to this Assignment.
(w) The Agreement is hereby modified to require that the
Servicer shall also provide each notice or delivery required by
Section 302 of the Sarbanes-Oxley Act of 2002 or Regulation AB
to any Master Servicer that the Servicer is obligated to
provide to the Purchaser, and each assessment, certification or
other document required to be addressed to the Purchaser
pursuant to Section 34 of the Sale and Servicing Agreement
shall be addressed to the Purchaser and the Master Servicer.
(x) Written notice provided to the Purchaser and any Master
Servicer in compliance with Sections 34.03(d), (e) or (f) of
the Sale and Servicing Agreement shall be substantially in the
form of Exhibit C to this Assignment.
6. Indemnification
The Master Servicer shall indemnify and hold harmless the
Servicer
and its affiliates, and in each case, its officers, directors and
agents from
and against any losses, damages, penalties, fines, forfeitures,
reasonable
legal fees and related costs, judgments and other costs and
expenses arising
out of or based upon a breach by the Master Servicer or any of its
officers,
directors, agents or affiliates of its obligations in connection
with the
preparation, filing and certification of any Form 10-K pursuant to
the Pooling
and
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Servicing Agreement or the negligence, bad faith or willful
misconduct of
the Master Servicer in connection therewith. In addition, the
Master Servicer
shall indemnify and hold harmless the Servicer and its affiliates,
and in each
case, its officers, directors and agents from and against any
losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related
costs,
judgments and other costs and expenses arising out of or based upon
a breach
by any Servicer (as defined in the Pooling and Servicing
Agreement), other
than the Servicer (as defined herein), of its obligations in
connection with
any back-up certification (or any other back-up documents) to
any
certification of any Form 10-K required to be provided by the
Master Servicer,
but solely to the extent the Master Servicer receives amounts from
such
Servicer in connection with any indemnification provided by such
Servicer (in
each case as defined in the Pooling and Servicing Agreement) to the
Master
Servicer.
7. Continuing Effect
Except as contemplated hereby, the Agreement shall remain in
full
force and effect in accordance with its terms.
8. Governing Law
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.
9. Notices
Any notices or other communications permitted or required under
the
Agreement to be made to the Depositor, MSMCI, the Master Servicer,
the Seller,
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 2006-6AR
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 2006-6AR
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In the case of the Trustee:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2006-6AR
In the case of the Seller:
American Home Mortgage Corp.
538 Broadhollow Road
Melville, NY 11747
Attention: General Counsel
with a copy to:
Alan B. Horn, General Counsel
American Home Mortgage Corp.
538 Broadhollow Road
Melville, NY 11747
In the case of the Servicer:
David Friedman
American Home Mortgage Servicing, Inc.
4600 Regent Blvd, Suite 200
Irving, TX 75063
with a copy to:
Alan Horn, General Counsel
American Home Mortgage Servicing, Inc.
538 Broadhollow Road
Melville, NY 11747
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.
10. 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.
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
11
<PAGE>
Any capitalized term used but not defined in this Assignment has
the
same meaning as in the Agreement.
[SIGNATURE PAGE FOLLOWS]
<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: VP
MORGAN STANLEY CAPITAL I INC.
By: /s/ Valerie Kay
--------------------------------
Name: Valerie Kay
Title: VP
AMERICAN HOME MORTGAGE CORP.
By: /s/ Alan B. Horn
--------------------------------
Name: Alan B. Horn
Title: EVP, General Counsel and
Secretary
AMERICAN HOME MORTGAGE SERVICING, INC.
By: /s/ Alan B. Horn
--------------------------------
Name: Alan B. Horn
Title: EVP, General Counsel and
Secretary
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Patricia Russo
--------------------------------
Name:
Patricia Russo
Title: VP
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Morgan Stanley
Mortgage Loan Trust 2006-6AR
By: /s/ Christopher Lewis
----------------------------------
Name:
Christopher Lewis
Title: Assistant
VP
13
<PAGE>
EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
<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 to the
MM/DD/YYYY
servicer at the end of processing cycle, as reported by
Servicer.
---------------------------------------------------------------------------------------------------------------------------
LOAN_TYPE
Loan Type (i.e. FHA, VA, Conv)
---------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_FILED_DATE
The date a particular bankruptcy claim was filed.
MM/DD/YYYY
---------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_CHAPTER_CODE The
chapter under which the bankruptcy was filed.
---------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_CASE_NBR
The case number assigned by the court to the bankruptcy
filing.
---------------------------------------------------------------------------------------------------------------------------
POST_PETITION_DUE_DATE The
payment due date once the bankruptcy has been approved
MM/DD/YYYY
by the courts
---------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------
