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Exhibit 99.9(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated of April 1, 2006, is entered into among Morgan
Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan
Stanley
Mortgage Capital Inc. ("MSMCI"), EverBank, as seller (the
"Seller"), and
acknowledged by EverHome Mortgage Company ("EverHome"), LaSalle
Bank National
Association, as trustee (the "Trustee") of Morgan Stanley Mortgage
Loan Trust
2006-6AR (the "Trust").
RECITALS
WHEREAS MSMCI, the Seller has entered into a certain Third
Amended
and Restated Mortgage Loan Purchase and Warranties Agreement, dated
as of
November 7, 2005 (as amended or modified to the date hereof, the
"Purchase
Agreement"), pursuant to the terms of which MSMCI has acquired
certain
Mortgage Loans;
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
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 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 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
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 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 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 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 Agreements. Accordingly, the right of MSMCI to consent to
any
amendment of the Agreements and its rights concerning waivers as
set forth in
the Agreements shall be exercisable, to the extent any such
amendment or
waiver affects the Specified Mortgage Loans or any of the rights
under the
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 (the
"Pooling and Servicing Agreement") among the Depositor, Wells Fargo
Bank,
National Association, as securities administrator and master
servicer and the
Trustee, (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 purpo
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