Exhibit 99.14a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of May 1, 2006, 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
2006-8AR (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 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.
<PAGE>
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
