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Exhibit
99.8a
EXECUTION
VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of November 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
”), 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
2007-15AR (the “ Trust ”).
RECITALS
WHEREAS
MSMCH 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 ”), a certain First Amended and Restated
Mortgage Loan Purchase and Warranties Agreement, dated as of
October 1, 2005 (the “ October Purchase Agreement
”), and a certain Second Amended and Restated Mortgage
Loan Purchase and Warranties Agreement, dated as of April 1,
2006 (the “ April Purchase Agreement ” and
together with the January Purchase Agreement and the October
Purchase Agreement, the “ Purchase Agreements
”), pursuant to which MSMCH 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 MSMCH 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:
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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
Agreements 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 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 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 Agreements. Accordingly,
the right of MSMCH to consent to any amendment of the Purchase
Agreements and its rights concerning waivers as set forth in
Section 22 of the October 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 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 Poo
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