Exhibit 99.11a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of January 1, 2007, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI"), Wachovia Mortgage
Corporation as
seller ("Wachovia" and, in such capacity, the "Seller") and
servicer (in such
capacity, the "Servicer"), and acknowledged by LaSalle Bank
National
Association, as trustee (the "Trustee") of Morgan Stanley Mortgage
Loan Trust
2007-1XS (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
Seller's Purchase, Warranties and Servicing Agreement, dated as of
September
1, 2004 (the "Initial Agreement"), as supplemented by the Amended
and Restated
Regulation AB Compliance Addendum (the "Reg AB Addendum"), dated as
of April
17, 2006, (as further 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
as 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
as 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 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, as modified hereby, 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
Sections 11.02
and 8.02 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 (the
"Securities
Administrator") and the Trustee (the "Pooling and Servicing
Agreement"), (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 and (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 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.
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<PAGE>
(c) Each
of the Depositor, MSMCI, Seller and Servicer hereto 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 makes, as of the Closing Date (as defined in the
Pooling and Servicing Agreement referred to below), the
representations and
warranties set forth in Section 3.01 of 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
Company 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 of
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:
50981200, MSM 2007-1XS
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 2007-1XS
Telecopier: (410) 715-2380
5.
Amendments to the Initial Agreement
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The
parties to this Assignment hereby agree to amend the Initial
Agreement as follows:
(a)
With respect to
the Specified Mortgage Loans, "Permitted
Investments" shall mean at any time, any one or more of the
following obligations and securities:
(i) obligations
of the United States or any agency thereof,
provided that such obligations are backed by the full faith
and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as shall not result in the
downgrading or withdrawal of the ratings then assigned to
the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving
the highest commercial or finance company paper rating of
each Rating Agency rating such paper, or such lower rating
as shall not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each
Rating Agency;
(iv) certificates of
deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision
and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long-term
unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository
institution in a holding company system, the commercial
paper or long-term unsecured debt obligations of such
holding company, but only if Moody's is not the applicable
Rating Agency) are then rated one of the two highest
long-term and the highest short-term ratings of each Rating
Agency for such securities, or such lower ratings as shall
not result in the
downgrading or withdrawal of the ratings
then assigned to the Certificates by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating
Agency;
(v) demand or time deposits or
certificates of deposit issued by
any bank or trust company or savings institution to the
extent that such deposits are fully insured by the FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to the
Rating Agencies at the time of the issuance of such
agreements, as evidenced by a signed writing delivered by
each Rating Agency;
(vii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(viii)securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of
the face amount thereof) bearing interest or sold at a
discount issued by any corporation incorporated under the
laws of the United States or any state thereof which, at the
time of such
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<PAGE>
investment, have one of the two highest ratings of each
Rating Agency (except if the Rating Agency is Moody's, such
rating shall be the highest commercial paper rating of
Moody's for any such series), or such lower rating as shall
not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating
Agency;
(ix) interests in any
money market fund which at the date of
acquisition of the interests in such fund and throughout the
time such interests are held in such fund has the highest
applicable rating by each Rating Agency rating such fund or
such lower rating as shall not result in a change in the
rating then assigned to the Certificates by each Rating
Agency, as evidenced by a signed writing delivered by each
Rating Agency, including funds for which the Trustee, the
Master Servicer, the Securities Administrator or any of its
Affiliates
is investment manager or adviser;
(x) short-term
investment funds sponsored by any trust company
or national banking association incorporated under the laws
of the United States or any state thereof which on the date
of acquisition has been rated by each applicable Rating
Agency in their respective highest applicable rating
category or such lower rating as shall not result in a
change in the rating then specified stated maturity and
bearing interest or sold at a discount acceptable to each
Rating Agency as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency; and
(xi) such other
investments having a specified stated maturity
and
bearing interest or sold at a discount acceptable to the
Rating Agencies as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;
provided, that no such instrument shall be a Permitted
Investment if (i) such instrument evidences the right to
receive interest only
payments with respect to the
obligations underlying such instrument or (ii) such
instrument would require the Depositor to register as an
investment company under the Investment Company Act of 1940,
as amended.
(b)
The definition
of "Remittance Date" in Section 1.01 of the Initial
Agreement is hereby amended and restated in its entirety as
follows:
"Remittance Date: The 18th day of each month (or, if such 18th day
is
not a Business Day, the following Business Day)."
(c)
The definition
of "Servicing Fee" in Section 1.01 of the Initial
Agreement is hereby amended and restated in its entirety as
follows:
"The
Servicing Fee with respect to each Mortgage Loan for any
calendar
month (or a portion thereof) shall be 1/12 of the product of (i)
the Scheduled
Principal Balance of the Mortgage Loan and (ii) the Servicing Fee
Rate
applicable to such Mortgage Loan. Such fee shall be payable
monthly, computed
on the basis of the same principal amount and period respecting
which any
related interest payment on a Mortgage Loan is computed."
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<PAGE>
(d)
The definition
of "Servicing Fee Rate" in Section 1.01 of the
Initial Agreement is hereby amended and restated in its
entirety
as follows:
"Servicing
Fee Rate": With respect to the adjustable rate Mortgage
Loans, 0.250% per annum."
(e)
Subsection
3.02(d) of the Initial Agreement is hereby amended and
restated in its entirety as follows:
"As of the
Closing Date, none of the Mortgage Loans are contractually
past due by more than 30 days;"
(f)
The following
paragraphs are hereby incorporated into the Initial
Agreement at the end of Section 4.13:
"The
Seller 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
Seller
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.
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 Seller has
agreed to
indemnify and hold harmless the Purchaser, or its designee, with
respect to
the imposition of any such taxes."
(g)
The second
paragraph of Section 5.01 of the Initial Agreement is
hereby amended and restated in its entirety as follows:
"With
respect to any remittance received by the Purchaser after the
Business Day on which such payment was due, the Seller shall pay to
the
Purchaser interest on any such late payment at an annual rate equal
to the
Prime Rate, adjusted as of the date of each change, plus two
percentage
points, but in no event greater than the maximum amount permitted
by
applicable law. Such interest shall be deposited in the Custodial
Account by
the Seller on the date such late payment is made and shall cover
the period
commencing with such Business Day on which such payment was due and
ending
with the Business Day on which such payment is made, both
inclusive. Such
interest shall be remitted along with the distribution payable on
the next
succeeding Remittance Date. The payment by the Seller of any such
interest
shall not be deemed an extension of time for payment or a waiver of
any Event
of Default by the Seller."
(h)
The first
paragraph of Section 5.02 of the Initial Agreement is
hereby amended and restated in its entirety as follows:
"Not later
than the 5th Business Day of each month (or if such 5th day
is not a Business Day, the Business Day next succeeding such 5th
day), the
Seller shall furnish to the Master Servicer in electronic
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form mortgage loan level data as mutually agreed upon by the Seller
and the
Master Servicer and the monthly reports substantially in the form
of Exhibit J
attached hereto with respect to the Mortgage Loans and the period
from but
including the first day of the preceding calendar month through but
excluding
the first day of such month."
(i)
The first
paragraph of Section 5.03 of the Initial Agreement is
hereby amended and restated in its entirety as follows:
"Not later
than the close of business on the Business Day preceding each
Remittance Date, the Seller shall either (a) deposit in the
Custodial Account
from its own funds an amount equal to the principal and interest
portion of
all Monthly Payments (with interest adjusted to the Mortgage Loan
Remittance
Rate) which were due on the Mortgage Loans during the applicable
Due Period
and which were delinquent at the close of business on the
immediately
preceding Determination Date or which were deferred pursuant to
Section 4.01,
(b) cause to be made an appropriate entry in the records of the
Custodial
Account that amounts held for future distribution have been, as
permitted by
this Section 5.03, used by the Seller in discharge of any such
Monthly Advance
or (c) make Monthly Advances in the form of any combination of (a)
or (b)
aggregating the total amount of Monthly Advances to be made,
whether or not
deferred pursuant to Section 4.01, which were due on a Mortgage
Loan on the
immediately preceding Due Date and delinquent at the close of
business on the
related Determination Date."
(j)
The word "or" is
deleted from the end of Section 8.01(vii), the
word "or" is added at the end of Section 8.01(viii) and the
following paragraph is hereby incorporated into the Agreement
as
new Section 10.01(ix):
"(ix)
failure by the Seller to duly perform, within the required time
period, its obligations under Section 2.04 and Section 2.05 of the
Reg AB
Addendum which failure continues unremedied for a period of
fourteen (14) days
after the date on which written notice of such failure, requiring
the same to
be remedied, shall have been given to the Seller by any party to
this
Agreement or by any master servicer responsible for master
servicing the
Mortgage Loans pursuant to a securitization of such Mortgage
Loans;"
(k)
The following
paragraph is hereby incorporated into the Initial
Agreement as new Section 11.19:
"Third
Party Beneficiary. For purposes of this Agreement, including
but
not limited to Section 2.04 and Section 2.05, respectively, of the
Reg AB
Addendum, any Master Servicer shall be considered a third party
beneficiary to
this Agreement (including the Reg AB Addendum and any other
amendments or
modifications thereto) entitled to all the rights and benefits
accruing to any
Master Servicer herein as if it were a direct party to this
Agreement."
(l)
Section 6.04 and
Section 6.05 are hereby deleted from the Initial
Agreement, it being understood that they are superseded by
Section
2.04 and Section 2.05, respectively, of the Reg AB Addendum.
(m)
The second
sentence in Section 8.01 of the Initial Agreement is
hereby replaced by the following:
"On or
after the receipt by the Seller of such written notice of
termination, all authority and power of the Seller, as servicer,
under this
Agreement, whether with respect to the Mortgage Loans or otherwise,
shall pass
to and be vested in the successor appointed pursuant to Section
11.01."
(n)
Exhibit J to the
Initial Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit J attached to
this
Assignment as Exhibit II.
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<PAGE>
6. Amendments to the Reg AB Addendum
(a)
Section 2.03(h)
of the Reg AB Addendum is amended to also require
that written notice provided pursuant to Section 2.03(f) shall
be
given in the form of Exhibit C.
(b)
The phrase
"March 1, but in no event later than" is hereby deleted
from the first line of each of Section 2.04 and Section 2.05 of
the Reg AB Addendum.
(c)
Section 2.06(b)
of the Reg AB Addendum is amended as follows:
1. The first paragraph of Section 2.06(b) is amended to insert
the
phrase ", the Master Servicer, if any" after each occurrence of
the phrase "the Purchaser".
2. The last sentence of the second paragraph of Section 2.06(b)
is
amended to insert the phrase "and the other certifications"
after
the phrase "any assessment of compliance and attestation".
(d)
Section 2.07(a)
of the Reg AB Addendum is amended as follows:
1. The phrase "including but not limited to any Master
Servicer"
is inserted before the phrase "responsible for the
preparation,".
2. The clause ", affiliates" is inserted before the words "and
agents of each of the foregoing".
(e)
Section
2.07(b)(ii) of the Reg AB Addendum is amended to delete
the phrase "which continues unremedied for ten calendar days
after
the date on which such information, report, certification or
accountants' letter was required to be delivered".
(f)
Exhibit B to the
Reg AB Addendum is replaced by Exhibit III
hereto.
(g)
Exhibit C to the
Reg AB Addendum is replaced by Exhibit IV hereto.
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 Seller, the
Servicer and the
Trustee shall be made in accordance with the terms of the Agreement
and shall
be sent as follows:
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<PAGE>
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 2007-1XS
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 2007-1XS
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 2007-1XS
In the
case of Wachovia and the Servicer:
Wachovia Mortgage Corporation
901 South Tryon Street
Charlotte, North Carolina 28202
Attention: Kendal
Leeson
With a copy to:
Wachovia Mortgage Corporation
1100 Corporate Center Drive
Raleigh, North Carolina 27607
Attention: Tom
Fowler
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.
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<PAGE>
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
Any
capitalized term used but not defined in this Assignment has
the
same meaning as in the Agreement.
[SIGNATURE PAGE FOLLOWS]
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<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
WACHOVIA MORTGAGE
CORPORATION
By: /s/ Kendal A. Leeson
----------------------------------
Name: Kendal A.
Leeson
Title: Vice President
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Martin Reed
-----------------------------------
Name:
Martin Reed
Title:
Vice President
LASALLE BANK, NATIONAL
ASSOCIATION, as Trustee of Morgan Stanley
Mortgage Loan Trust 2007-1XS
By: /s/ Susan L. Feld
-----------------------------------
Name: Susan L.
Feld
Title: Assistant Vice President
<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.
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CLIENT_NBR
Servicer Client Number
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SERV_INVESTOR_NBR
Contains a unique number as assigned by an
external servicer to identify a group of
loans in their system.
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BORROWER_FIRST_NAME
First Name of the Borrower.
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BORROWER_LAST_NAME
Last name of the borrower.
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PROP_ADDRESS
Street Name and Number of Property
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PROP_STATE
The state where the
property located.
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