Exhibit 99.8a
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"), First National Bank of Nevada, as
seller (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 Master
Mortgage
Loan Purchase and Warranties Agreement, dated as of January 20,
2005 (the
"January Purchase Agreement") and a certain First Amended and
Restated
Mortgage Loan Purchase and Warranties Agreement, dated as of
October 1, 2005
(the "October Purchase Agreement" and together with the January
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 October
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 Sec
