Exhibit 99.11a
EXECUTION COPY
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"), Lydian Private Bank, as seller
(the
"Seller"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2007-6XS (the
"Trust").
RECITALS
WHEREAS MSMCI and the Seller have entered into a certain Second
Amended and Restated Mortgage Loan Purchase and Warranties
Agreement, dated as
of September 1, 2006 (the "Purchase Agreement"), pursuant to which
MSMCI has
acquired certain Mortgage Loans pursuant to the terms of the
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
Purchase 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 Purchase 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
Purchase 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 Purchase 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
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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. It
is the intention of the Seller, 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 Purchase Agreement. Accordingly, the right of MSMCI to
consent to
any amendment of the Purchase Agreement and its rights concerning
waivers as
set forth in Section 22 of the Purchase Agreement shall be
exercisable, to the
extent any such amendment or waiver affects the Specified Mortgage
Loans or
any of the rights under the Purchase Agreement with respect
thereto, solely 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 (the "Pooling and Servicing Agreement")
among the
Depositor, the Trustee and Wells Fargo Bank, National Association,
as
securities administrator and master servicer (the "Securities
Administrator"),
(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 b
