Exhibit 99.8a
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"), GreenPoint Mortgage Funding, Inc. as seller (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
First Amended and Restated Mortgage Loan Sale And Servicing
Agreement, dated as
of March 15, 2005 (the "March Purchase Agreement), a certain Fourth
Amended and
Restated Mortgage Loan Sale And Servicing Agreement, dated as of
December 1,
2005 (the "December Purchase Agreement") and a certain Fifth
Amended and
Restated Mortgage Loan Sale And Servicing Agreement, dated as of
June 1, 2006,
(the "Agreement," and together with the March Purchase Agreement,
the December
Purchase Agreement and as further amended or modified to the date
hereof, the
"Agreements"), pursuant to which MSMCI has acquired certain
Mortgage Loans
pursuant to the terms of the Agreements and the Servicer has agreed
to service
such Mortgage Loans; and, in connection with the transfer of the
Mortgage Loans
hereunder, the Seller and Servicer agree that, from and after the
date hereof,
each Mortgage Loan transferred hereunder will be subject to, and
serviced under,
the 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
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 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.
<PAGE>
(b)
On and 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, 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 Section
28 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, and the Trustee (the
"Pooling and
Servicing Agreement") for the Morgan Stanley Mortgage Loan Trust
2007-6XS,
Mortgage Pass-Through Certificates, Series 2007-6XS, (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
Associati
