Exhibit 99.7(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of April 1, 2006, is entered into among
Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan
Stanley
Mortgage Capital Inc. ("MSMCI"), American Home Mortgage Corp., as
seller (the
"Seller"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-6AR (the
"Trust").
RECITALS
WHEREAS MSMCI and the Seller have entered into a certain
Mortgage
Loan Purchase And Warranties Agreement, dated as of November 1,
2003, as
amended by Amendment No. 1, dated as of November 30, 2004 (the
"November
Purchase Agreement") and a certain Second Amended and Restated
Mortgage Loan
Purchase and Warranties Agreement, dated as of December 1, 2005
(the "December
Purchase Agreement" and together with the November Purchase
Agreement, the
"Purchase Agreements"), pursuant to which MSMCI has acquired
certain Mortgage
Loans pursuant to the terms of the Purchase Agreements;
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 December
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 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
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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. 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 December 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,
(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
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 represents and warrants that it
is
duly and legally authorized to enter into this Assignment.
(c) Each of the Depositor, MSMCI and the Seller represents and
warrants that this Assignment has been duly authorized, executed
and delivered
by it and (assuming due authorization,
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execution and delivery thereof by each of the o
