|
Exhibit 99.8a
Execution Version
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of June 1, 2007 with an
effective date of June 29, 2007 (the “Effective
Date”), is entered into among Morgan Stanley Capital I
Inc., a Delaware corporation (the “ Depositor
”), Morgan Stanley Mortgage Capital Holdings LLC,
successor by merger to Morgan Stanley Mortgage Capital Inc.
(“ MSMCH ”), Wilmington Finance, Inc., as
seller (the “ Seller ”), and acknowledged
by LaSalle Bank National Association, as trustee (the “
Trustee ”) of Morgan Stanley Mortgage Loan Trust
2007-11AR (the “ Trust ”).
RECITALS
WHEREAS
MSMCH 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 MSMCH 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 MSMCH 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, MSMCH 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 MSMCH
(the “ First Assignment and Assumption ”),
and the Seller hereby acknowledges the First Assignment and
Assumption.
MSMCH 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 MSMCH with respect to any Mortgage Loans
subject to the Purchase Agreement which are not the Specified
Mortgage Loans. In addition, MSMCH 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, MSMCH represents and warrants to
the Depositor and the Trustee that MSMCH 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 MSMCH’s
acquisition of the Specified Mortgage Loans.
|
|
2.
|
Recognition of Trustee
|
(a) From
and after the date hereof, both MSMCH 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
MSMCH that this Assignment shall be binding upon and inure to
the benefit of the Depositor, the Trustee and MSMCH 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 MSMCH 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 MSMCH.
(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 any liability for LaSalle Bank
National Association, individually or personally, to perform
any covenant (either express or implied) contained herein and
(iv) under no
|
