Exhibit 99.14(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of March 1, 2006, is entered into among
Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan
Stanley
Mortgage Capital Inc. ("MSMCI") and MortgageIT, Inc., as seller
(the
"Seller"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-5AR (the
"Trust").
RECITALS
WHEREAS MSMCI and the Seller have entered into a certain Amended
and
Restated Mortgage Loan Purchase And Warranties Agreement, dated as
of May 1,
2005 (the "May Purchase Agreement") and a certain Fourth Amended
and Restated
Mortgage Loan Purchase and Warranties Agreement, dated as of March
1, 2006
(the "March Purchase Agreement" and together with the May
Agreement, the
"Purchase Agreements"), pursuant to which MSMCI has acquired
certain Mortgage
Loans;
WHEREAS, in connection with the transfer of the Mortgage Loans
hereunder,
the Seller agrees that, from and after the date hereof, each
Mortgage Loan
transferred hereunder will be subject to the March 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
Agreements 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 Purchase Agreements 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 Agreements which are not the Specified Mortgage Loans.
(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 Purchase Agreements 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
<PAGE>
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. 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 Agreements. Accordingly, the right of MSMCI to consent
to any
amendment of the Purchase Agreements and its rights concerning
waivers as set
forth in Section 23 of the March 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 Agreements 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, Wells Fargo Bank, National Association, as securities
administrator
(the "Securities Administrator") and master servicer (the "Master
Servicer"),
and the Trustee, (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.
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 Purchase Agreements or this Assignment.
(b)
Each of the parties hereto represen
