Exhibit 99.12a
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"), 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
2007-6XS (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 as amended by that certain First Amended and
Restated
Seller's Purchase, Warranties and Servicing Agreement, dated as of
June 1,
2006 (the "Amended Agreement"), each 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
<PAGE>
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 Amended 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.
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<PAGE>
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 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
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:
50996400, MSM 2007-6XS
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<PAGE>
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
Telecopier: (410) 715-2380
5. Amendments to the Amended Agreement
The parties to this Assignment hereby agree to amend the
Amended
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
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<PAGE>
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 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
Amended Agreement is hereby amended and restated in its
entirety
as follows:
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<PAGE>
"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
Amended 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."
(d) The definition of "Servicing Fee Rate" in Section 1.01 of
the
Amended 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 Amended 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
Amended 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 Amended
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
6
<PAGE>
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 Amended
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 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 Amended
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 Amended
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
Amended 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."
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<PAGE>
(l) Section 6.04 and Section 6.05 are hereby deleted from the
Amended 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 Amended
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 Amended Agreement is hereby replaced in
its
entirety with the Amended and Restated Exhibit J attached to
this
Assignment as Exhibit II.
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. In addition, the following text is
added to each of Section 2.04 and Section 2.05 of the Reg AB
Addendum:
"The obligations of the Seller under this Section apply to the
Seller for any year in which the Seller during the prior
calendar
year (or any portion thereof) serviced a Mortgage Loan pursuant
to
this Agreement, whether or not the Seller is acting as the
servicer at the time such statement is required to be
delivered."
(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.
8
<PAGE>
(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:
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 Wachovia and the Servicer:
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<PAGE>
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.
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/ 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]
<PAGE>
<TABLE>
<CAPTION>
Exhibit IIA: Standard File Layout - Delinquency Reporting
----------------------------------
-------------------------------------------------------------
------------ -------------------
Column/Header Name
Description
Decimal
Format Comment
----------------------------------
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------------ -------------------
<S>
<C>
<C>
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SERVICER_LOAN_NBR
A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR
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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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PROP_ZIP
Zip code where the property is located.
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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.
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LOAN_TYPE
Loan Type (i.e. FHA, VA, Conv)
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BANKRUPTCY_FILED_DATE
The date a particular bankruptcy claim was filed.
MM/DD/YYYY
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BANKRUPTCY_CHAPTER_CODE
The chapter under which the bankruptcy was filed.
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BANKRUPTCY_CASE_NBR
The case number assigned by the court to the bankruptcy
filing.
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POST_PETITION_DUE_DATE
The payment due date once the bankruptcy has been approved
MM/DD/YYYY
by the courts
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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.
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LOSS_MIT_APPR_DATE
The Date The Loss Mitigation Was Approved By The Servicer
MM/DD/YYYY
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LOSS_MIT_TYPE
The Type Of Loss Mitigation Approved For A Loan Such As;
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