Exhibit 99.14a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
January 1, 2007, ("Agreement") among Morgan Stanley Mortgage
Capital Inc.
("Assignor"), Morgan Stanley Capital I Inc. ("Assignee") and Wells
Fargo Bank,
National Association (in such capacity, the "Company") and
acknowledged by
LaSalle Bank National Association ("LaSalle"), as trustee
("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"):
For and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration the receipt and sufficiency of which
hereby are
acknowledged, and of the mutual covenants herein contained, the
parties hereto
hereby agree as follows:
1.
Assignment and Conveyance
The
Assignor hereby conveys, sells, grants, transfers and assigns to
the
Assignee all of the right, title and interest of the Assignor, as
purchaser,
in, to and under (a) those certain mortgage loans listed on the
schedule (the
"Mortgage Loan Schedule") attached hereto as Schedule I (the
"Mortgage Loans")
and (b) except as described below, that certain Master Seller's
Warranties and
Servicing Agreement dated as of April 1, 2006 (the "SWSA"), between
the
Assignor, as purchaser (the "Purchaser"), and the Company, as
servicer, solely
insofar as the SWSA relates to the Mortgage Loans. In connection
with the
transfer of the Mortgage Loans hereunder, the Company agrees that,
from and
after the date hereof, each Mortgage Loan transferred hereunder
will be
subject to, and serviced under, the SWSA.
The
Assignor specifically reserves and does not assign to the
Assignee
hereunder any and all right, title and interest in, to and under
and any
obligations of the Assignor with respect to any mortgage loans
subject to the
SWSA which are not the Mortgage Loans set forth on the Mortgage
Loan Schedule
and are not the subject of this Agreement.
2.
Recognition of the Company
From and
after the date hereof (the "Closing Date"), the Company shall
and does hereby recognize that the Assignor will transfer the
Mortgage Loans
and assign its rights under the SWSA to the Assignee and that the
Assignee
will thereafter transfer the Mortgage Loans and assign its rights
under the
SWSA and this Agreement to the Trust created pursuant to a pooling
and
servicing agreement, dated as of January 1, 2007 (the "Pooling
Agreement"),
among the Assignee, Wells Fargo Bank, National Association, as
securities
administrator, the Master Servicer and the Trustee. The Company
hereby
acknowledges and agrees that from and after the date hereof (i) the
Trust will
be the owner of the Mortgage Loans, (ii) the Company shall look
solely to the
Trust for performance of any obligations of the Assignor insofar as
they
relate to the enforcement of the representations, warranties and
covenants
with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee
and, with respect to the servicing of the Mortgage Loans, the
Master Servicer
acting on the Trust's behalf) shall have all the rights and
remedies available
to the Assignor, insofar as they relate to the Mortgage Loans,
under the SWSA,
including, without limitation, the enforcement of the document
delivery
requirements set forth in Section 2.01 of the SWSA, and shall be
entitled to
enforce all of the obligations of the Company thereunder insofar as
they
relate to the Mortgage Loans, and (iv) all references to the Owner
(insofar as
they relate to the rights, title and interest and, with respect to
obligations
of the Owner, only insofar as they relate to the enforcement of
the
representations, warranties and covenants of the Company) under the
SWSA
insofar as they relate to the Mortgage Loans, shall be deemed to
refer to the
Trust. Neither the Company nor the Assignor shall amend or agree to
amend,
modify, waive, or otherwise alter any of the terms or provisions of
the SWSA
which amendment, modification, waiver or other alteration would in
any way
affect the
<PAGE>
Mortgage Loans or the Company's performance under the SWSA with
respect to the
Mortgage Loans without the prior written consent of the Trustee and
the Master
Servicer.
3.
Notwithstanding any statement to the contrary in Section 2 above,
the
Company
shall and does hereby acknowledge that the indemnification
provisions
set forth in Section 3.03, Section 8.01 and the first
instance
of Section 9.01(f) of the SWSA shall be available to and for
the
benefit of the Assignor, the Assignee and the Trust (including
the
Trustee
and the Master Servicer acting on the Trust's behalf), as
provided
in the SWSA.
4.
Representations and Warranties
a. The Assignee 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 Assignor or the Company
other than
those contained in the SWSA or this Agreement.
b. Each of the parties hereto represents and warrants that it
is
duly and
legally authorized to enter into this Agreement.
c. Each of the Assignor, Assignee and Company hereto represents
and
warrants that this Agreement 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 with respect to
the
Company,
similar laws administered by the FDIC affecting the contract
obligations of insured banks and by general equitable
principles
(regardless of whether such enforcement is considered in a
proceeding in
equity or
at law).
d. The Company hereby restates, as of the Closing Date (as
defined
in the
Pooling Agreement, the representations and warranties set forth
in Section
3.01 of the SWSA to and for the benefit of the Assignee and
the Trust,
and by this reference incorporates such representations and
warranties
herein, as of such Closing Date.
5. The
Company hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the
Mortgage
Loans
pursuant to the Pooling Agreement and, therefore, has the right
to
enforce
all obligations of the Company under the SWSA. Such rights will
include,
without limitation, the right to terminate the Company under
the SWSA
upon the occurrence of an event of default thereunder, the
right to
receive all remittances required to be made by the Company
under the
SWSA, the right to receive all monthly reports and other data
required
to be delivered by the Company under the SWSA, the right to
examine
the books and records of the Company, indemnification rights
and
the right
to exercise certain rights of consent and approval relating to
actions
taken by the Assignor. The Company shall make all distributions
under the
SWSA 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
<PAGE>
The Company shall deliver all reports required to be delivered
under this 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
6. Certain
Matters Regarding the Trustee
Each party
hereto hereby agrees as follows:
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 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, (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.
7.
Amendments to the SWSA
The
parties to this Agreement hereby agree to amend the SWSA as
follows:
a. With respect to Article I, "Permitted Investments" shall
have
the
meaning of such term as defined in the Pooling and Servicing
Agreement.
b. With respect to Article I, the definition of "Static Pool
Information" shall be inapplicable.
c. With respect to Article I, the definition of "Third-Party
Originator" shall be inapplicable.
d. Section 3.01(i) (Selection Process), Section 3.01(k) (Sale
Treatment)
and Section 3.01(m) (No Broker's Fees) of the SWSA shall be
inapplicable.
e. Section 3.02 shall be inapplicable.
f. Section 4.05(vii)
is hereby amended to add the term "Monthly
Advances,"
prior to the term "Servicing Advances."
g. The following is added as the second paragraph of Section
4.09:
<PAGE>
"Amounts on deposit in the Custodial Account may at the option
of
the Servicer be invested in Permitted Investments. Any such
Permitted Investment shall be made in the name of the Servicer
in
trust for the benefit of the Owner. All income on or gain
realized
from any such Permitted Investment shall be for the benefit of
the
Servicer and may be withdrawn from the Custodial Account at any
time by the Servicer. Any losses incurred in respect of any
such
investment shall be deposited in the Custodial Account, by the
Servicer out of its own funds immediately as realized."
h. The words "on or before the Remittance Date" are hereby
deleted
from the
first sentence of Section 4.17.
i. The second sentence of the second paragraph of Section 5.01
is
hereby
amended and restated in its entirety as follows:
"Such interest shall be deposited in the Custodial Account by
the
Company on the date such late payment is made and shall cover
the
period commencing with the day following the Business Day on
which
such payment was due and ending with the Business Day on which
such payment is made, both inclusive."
j. The first
paragraph of Section 5.02 is hereby amended and
restated
in its entirety as follows:
"Not later than the Remittance Report Date, the Company shall
furnish to the Purchaser in an electronic form the information
required by the reports attached hereto as Exhibit II, or a
form
otherwise mutually agreed to by the Company and Purchaser, with
a
trial balance report attached thereto, as to the remittance
period
ending on the last day of the preceding month."
k. Section 6.05 is hereby deleted in its entirety.
l. The third clause of the first sentence of Section 6.07(ii)
is
hereby
amended and restated as follows:
"which continues unremedied for fourteen (14) calendar days
after
the date on which such information,"
m. Section 9.01(e)(i) is hereby deleted in its entirety.
n. Section 9.01(e)(ii) is hereby deleted in its entirety.
o. Section 9.01(e)(iii) is amended to require the Company to
comply
with the obligations thereof in connection with the purchase of
servicing
rights for the Specified Mortgage Loans.
p. The following is added as the second paragraph of Section
9.01(e)(vii):
<PAGE>
"The Company 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 Company or any Subservicer or the
Company or such Subservicer's performance hereunder."
q. Section 9.01(f)(i)(A) is amended to change the
cross-reference
regarding
material provided in written or electronic form from "Section
9.01(f)"
to "Section 9.01(e)".
r. Section 10.01(ii) is hereby amended and restated in its
entirety
as follows:
"failure by the Company duly to observe or perform in any
material
respect any other of the covenants or agreements on the part of
the Company set forth in this Agreement (other than as set
forth
in Section 6.07) which continues unremedied for a period of 90
days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
Company by the Purchaser or by the Custodian; or"
s. Written notice provided in compliance with Sections 9.01
(e)(iv),
(v) and (vi) of the SWSA shall be substantially in the form of
Exhibit
III to this Agreement.
8.
Miscellaneous
A copy of
all assessments, attestations, reports and certifications
required to be delivered by the Servicer under this Agreement and
the SWSA
shall be delivered to the Master Servicer by the date(s) specified
herein or
therein, and where such documents are required to be addressed to
any party,
such addressees shall include the Master Servicer and the Master
Servicer
shall be entitled to rely on such documents.
Any
notices or other communications permitted or required under the
Agreement to be made to the Assignor, Assignee, the Master
Servicer, the
Company, 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 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 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2007-1XS
In the
case of the Company:
Wells Fargo Bank, N.A.
<PAGE>
1 Home Campus
Des Moines, Iowa
50328-0001
Attention: John B.
Brown, MAC#X2302-033
With a
copy to
Wells Fargo Bank, N.A.
7485 New Horizon Way
Frederick, Maryland
21703
Attention: Laurie
McGoogan, MAC#X3901-01C
With a
copy to:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa
50328-0001
Attention: General
Counsel, MAC#X2401-06T
9. This
Agreement shall be construed in accordance with the laws of the
State of
New York, without regard to conflicts of law principles, and
the
obligations, rights and remedies of the parties hereunder shall
be
determined
in accordance with such laws.
10. No term or
provision of this Agreement may be waived or modified unless
such
waiver or modification is in writing and signed by the party
against
whom such waiver or modification is sought to be enforced.
11. This
Agreement shall inure to the benefit of (i) the successors and
assigns of
the parties hereto and (ii) the Trust (including the Trustee
and the
Master Servicer acting on the Trust's behalf). Any entity into
which
Assignor, Assignee or Company may be merged or consolidated
shall,
without
the requirement for any further writing, be deemed Assignor,
Assignee
or Company, respectively, hereunder.
12. Each of this
Agreement and the SWSA shall survive the conveyance of the
Mortgage
Loans and the assignment of the SWSA (solely with respect to
the
Mortgage Loans) by Assignor to Assignee and nothing contained
herein
shall
supersede or amend the terms of the SWSA.
13. This
Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original
and all
such
counterparts shall constitute one and the same instrument.
14. In the event
that any provision of this Agreement conflicts with any
provision
of the SWSA with respect to the Mortgage Loans, the terms of
this
Agreement shall control.
15. Capitalized
terms used in this Agreement (including the exhibits hereto)
but not
defined in this Agreement shall have the meanings given to such
terms in
the SWSA.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
IN WITNESS
WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date 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
WELLS FARGO BANK, N.A.
By: /s/ Laurie McGoogan
----------------------------
Name: Laurie
McGoogan
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>
Schedule I
Specified Mortgage Loan Schedule
[see Schedule A to the Pooling and Servicing Agreement
on
file with the Servicer, the Master Servicer and the Depositor]
<PAGE>
<TABLE>
<CAPTION>
Exhibit IIA: Standard File Layout - Delinquency Reporting
----------------------------------------
--------------------------------------------------------------
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Format
Column/Header Name
Description
Decimal 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.
----------------------------------------
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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.
----------------------------------------
--------------------------------------------------------------
----------- ----------------
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)
----------------------------------------
--------------------------------------------------------------
----------- ----------------
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;
----------------------------------------
--------------------------------------------------------------
----------- ----------------
LOSS_MIT_EST_COMP_DATE
The Date The Loss Mitigation /Plan Is Scheduled To End/Close
MM/DD/YYYY
----------------------------------------
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----------- ----------------
LOSS_MIT_ACT_COMP_DATE
The Date The Loss Mitigation Is Actually Completed
MM/DD/YYYY
----------------------------------------
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----------- ----------------
FRCLSR_APPROVED_DATE
The date DA Admin sends a letter to the servicer with
MM/DD/YYYY
instructions to begin foreclosure proceedings.
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----------- ----------------
ATTORNEY_REFERRAL_DATE
Date File Was Referred T
