MORTGAGE LOAN PURCHASE AGREEMENT dated as of October 1, 2006 (the Agreement), between MORGAN STANLEY MORTGAGE CAPITAL INC. (the Seller or MSMCI) and MORGAN STANLEY CAPITAL I INC. (the Purchaser or the Depositor) and acknowledged by LASALLE BANK NATIONAL ASSOCIATION, as Trustee (the Trustee) for the Morgan Stanley Mortgage Loan Trust 2006-14SL.
WITNESSETH:
WHEREAS, the Seller is the owner of either the notes or other evidence of indebtedness (the Mortgage Notes) or other evidence of ownership so indicated on Schedule I hereto referred to below, and the other documents or instruments constituting the Mortgage File (collectively, the Mortgage Loans); and
WHEREAS, the Seller, as of the date hereof, owns the mortgages (the Mortgages) on the properties (the Mortgaged Properties) securing such Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans to the Purchaser and the Purchaser purchase the Mortgage Loans from the Seller pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of a Trust Agreement dated as of October 1, 2006 (the Trust Agreement) between the Purchaser, as depositor, and LaSalle Bank National Association, as Trustee, auction administrator and custodian, the Purchaser will convey the Mortgage Loans to Morgan Stanley Mortgage Loan Trust 2006-14SL (the Trust).
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. All capitalized terms used but not defined herein and below shall have the meanings assigned thereto in the Trust Agreement.
Seller Information: The information set forth in the Prospectus Supplement under the caption: Description of the Mortgage LoansLoan Purchasing Guidelines and Underwriting Standards, Loan Purchasing GuidelinesMorgan Stanley Mortgage Capital Inc.
ARTICLE II.
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale and Assignment of Mortgage Loans.
(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 Mortgage Loans and all rights and obligations related thereto as provided under the Agreement to the extent relating to the 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.
(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 Mortgage Loans and all rights and obligations related thereto, 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 ownership interests of the Depositor and the Trustee in the Mortgage Loans since the date of MSMCIs acquisition of the Mortgage Loans.
Section 2.02. Recognition of Trustee
(a) From and after the date hereof, both MSMCI and the Depositor shall note the transfer of the 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 Mortgage Loans, and Servicer shall service the Mortgage Loans for the benefit of the Trust pursuant to the Servicing Agreement dated as of October 1, 2006 between the Purchaser and GMAC Mortgage Corporation (the Servicer) and the Assignment, Assumption and Recognition Agreement dated as of October 1, 2006 among the Purchaser, the Trustee and the Servicer and as acknowledged by the Depositor (together, the Servicing Agreement), the terms of which are incorporated herein by reference. It is the intention of the Servicer, 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.
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