Exhibit
99.7a
Execution
Version
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of June 1, 2007 with an
effective date of June 29, 2007 (the “Effective
Date”), 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 ”), Wachovia Mortgage Corporation
as seller (“ Wachovia ,” or the “
Seller ”), and acknowledged by LaSalle Bank
National Association, as trustee (the “ Trustee
”) of Morgan Stanley Mortgage Loan Trust 2007-11AR (the
“ Trust ”).
RECITALS
WHEREAS
Morgan Stanley Mortgage Capital Inc. and the Seller have
entered into a certain Seller’s Purchase, Warranties
and Interim Servicing Agreement, dated as of
February 28, 2005 and a certain First Amended and Restated
Seller’s Purchase, Warranties and Interim
Servicing Agreement, dated as of June 1, 2006 (together, as
amended or modified to the date hereof, the “
Agreement ”), pursuant to which MSMCH has
acquired certain Mortgage Loans pursuant to the terms of the
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 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 as 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 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 Agreement which are not the Specified Mortgage
Loans.
(b)
On
and as 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, 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
Servicer, 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 Agreement. Accordingly, the right of MSMCH to
consent to any amendment of the Agreement and its rights concerning
waivers as set forth in Sections 11.02 and 8.02 of the
Agreem
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