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EXECUTION
VERSION
Exhibit 99.8a
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of September 1, 2007, is
entered into among Morgan Stanley Capital I Inc., a Delaware
corporation (the “ Depositor ”), Morgan
Stanley Mortgage Capital Holdings LLC, successor-by-merger to
Morgan Stanley Mortgage Capital Inc. (“ MSMCH
”), GreenPoint Mortgage Funding, Inc. as seller (the
“ Seller ”), and acknowledged by LaSalle
Bank National Association, as trustee (the “
Trustee ”) of Morgan Stanley Mortgage Loan Trust
2007-13 (the “ Trust ”).
RECITALS
WHEREAS
MSMCH and the Seller have entered into a Mortgage Loan
Purchase and Warranties Agreement, dated as of May 1, 2005
(the “ Purchase Agreement ”) pursuant to
which MSMCH has acquired certain Mortgage Loans;
WHEREAS
the Depositor has agreed, on the terms and conditions
contained herein, to purchase from MSMCH 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:
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1.
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Assignment and Assumption
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(a) On
and of the date hereof, MSMCH 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
Agreement to the extent relating to the Specified Mortgage
Loans, the Depositor hereby accepts such assignment from MSMCH
(the “ First Assignment and Assumption ”),
and the Seller hereby acknowledges the First Assignment and
Assumption.
MSMCH 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 MSMCH with respect to any Mortgage Loans
subject to the Purchase Agreement 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 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, MSMCH represents and warrants to
the Depositor and the Trustee that MSMCH 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 MSMCH’s acquisition of the Specified
Mortgage Loans.
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2.
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Recognition of Trustee
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(a) From
and after the date hereof, both MSMCH 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
MSMCH that this Assignment shall be binding upon and inure to
the benefit of the Depositor, the Trustee and MSMCH 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 Agreement. Accordingly,
the right of MSMCH to consent to any amendment of the Purchase
Agreement and its rights concerning waivers as set forth in
Section 28 of the 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
Agreement with respect thereto by the Trustee as assignee of
MSMCH.
(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 master servicer and the
Trustee (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.
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3.
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Representations and Warranties
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(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 MSMCH other than those contained in the
Purchase Agreement 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, MSMCH and Seller represents and warrants
that this Assignment has been duly authorized, executed and
delivered by it and (assuming due authorization, execution and
delivery thereof by each of the other parties hereto)
constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement
of creditors’ rights
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