Exhibit 99.14a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of January 1, 2007, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI"), Wachovia Mortgage
Corporation as
seller ("Wachovia," or the "Seller"), and acknowledged by LaSalle
Bank
National Association, as trustee (the "Trustee") of Morgan Stanley
Mortgage
Loan Trust 2007-2AX (the "Trust").
RECITALS
WHEREAS
MSMCI and the Seller have entered into a certain Seller's
Purchase, Warranties and Interim Servicing Agreement, dated as of
February 28,
2005 (as amended or modified to the date hereof, the "Agreement"),
pursuant to
which MSMCI has acquired certain Mortgage Loans pursuant to the
terms of 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 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 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.
(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 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 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
Sections 11.02
and 8.02 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
