Exhibit 99.8(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of October 1, 2006, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI"), GreenPoint Mortgage
Funding, Inc. as
seller (in such capacity, the "Seller") and servicer (in such
capacity, the
"Servicer"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-15XS
(the "Trust"),
and Wells Fargo Bank, National Association, as master servicer (or
any
successor master servicer, the "Master Servicer").
RECITALS
WHEREAS
MSMCI, the Seller and the Servicer have entered into a certain
First Amended and Restated Mortgage Loan Sale And Servicing
Agreement, dated
as of March 15, 2005 (the "March Purchase Agreement), a certain
Fourth Amended
and Restated Mortgage Loan Sale And Servicing Agreement, dated as
of December
1, 2005 (the "December Purchase Agreement") and a certain Fifth
Amended and
Restated Mortgage Loan Sale And Servicing Agreement, dated as of
June 1, 2006,
(the "Agreement," and together with the March Purchase Agreement,
the December
Purchase Agreement and as further amended or modified to the date
hereof, the
"Agreements"), pursuant to which MSMCI has acquired certain
Mortgage Loans
pursuant to the terms of the Agreements and the Servicer has agreed
to service
such Mortgage Loans; and, in connection with the transfer of the
Mortgage
Loans hereunder, the Seller and Servicer agree that, from and after
the date
hereof, each Mortgage Loan transferred hereunder will be subject
to, and
serviced under, 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
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.
1
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(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 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.
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,
and Servicer shall service the Specified Mortgage Loans for the
benefit of the
Trust pursuant to the Agreement, the terms of which are
incorporated herein by
reference. 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
Section 28 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 (other than the servicing of the Specified
Mortgage
Loans, which shall be enforced by the Master Servicer) 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 among the Depositor, the Master
Servicer, Wells
Fargo Bank, National Association, as securities administrator, and
the Trustee
(the "Pooling and Servicing Agreement") for the Morgan Stanley
Mortgage Loan
Trust 2006-15XS, Mortgage Pass-Through Certificates, Series
2006-15XS, (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 expre
