Exhibit 99.13a
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"), Wilmington Finance, Inc., 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 Mortgage
Loan
Purchase and Warranties Agreement, dated as of November 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. In addition,
MSMCI
specifically reserves and does not assign to the Depositor
hereunder any and all
of its rights and obligations under Subsections 33.03(e) and
33.04(c) of the
Purchase Agreement, including as they relate to 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 23 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 binding only the Trust, (iii) nothing herein contained
shall be
construed as creating
